The Cost of Wearing Masks
by caballlah
Summary: As Harry Osborn descends into madness and Otto Octavius returns from the grave, Peter has just one thing on his mind: Mary-Jane called off her wedding to be with him. Holy shit. Betaed by htbthomas. Takes place after the events of Spider-Man 2, assuming Spider-Man 3 never happened.
1. Chapter 1

_Who says the Parker luck is all bad? I just spent an hour chasing around an old man in a bird costume. In the pouring rain. Right after my girlfriend told me she loved me.  
_  
Peter stopped under a humming AC unit to let its heat dry him off a little. Then again, maybe he had been lucky to get an excuse to clear his head before facing Mary-Jane. She'd literally stopped her wedding for him. Awful lot of pressure to put on a guy.

Peter climbed through the window into his apartment. Without the adrenaline warming his body anymore, getting out of his clingingly wet suit was priority one. He stood on one foot as he pulled off either boot, then peeled off the mask and gloves. After a quick look-see, he dashed into the bathroom and wrung out his top in the sink. It gave up enough water to fill a pool. And it was still dripping. Back in his apartment, he threw it over an open door to dry and went to his dresser to find something dry to replace his spider-pants with.

Mary-Jane was transferring folded clothes from a hamper he was sure he didn't own to a dresser which he used more as an elevated surface than to store things inside. She'd changed into some of his clothes and Peter wasn't quite sure he'd ever be able to wear them again, especially if he had to ask for them back. The wedding dress she was wearing the last time he'd seen her lay on his steamer trunk, like a shed skin. She looked at him, shirtless, dripping wet, and her eyes slid up and down.

"Sorry the fight ran long," Peter said. "You been waiting here all this time?"

She gave him a million-watt-smile. "I don't really have much else to go to." She sat up on his bed and straightened her/his lapel. "Oh, and I borrowed some of your clothes. Hope you don't mind."

"I've heard that clothes make the man, but in this case, the woman definitely makes the clothes. Probably because you're a bit more developed in the chest depart…" Peter grinned self-effacingly… he felt like such a schmuck, but in a good way, not in a low self-esteem way. "I'm trying to be suave here, is it working?"

Mary-Jane extended her hand and he, catching on suavely, kissed it. "Consider me charmed." Then she couldn't stand it anymore. Mary-Jane gave in to her secret desire and threw together an ensemble of clothes that actually went together. They piled up in Peter's arms.

"That's all I get for saving the city from avian avarice?"

MJ threw a towel over his head and added a firm swat on the rump as he dashed back into the bathroom to change. There were some things he didn't want even a close personal friend to see, especially after spending hours in cold rain. Then he saw Ursula was currently in the hallway.

"There was a…" he started, shifting his weight from foot to foot, wondering how he must look half-naked with a pile of clothes in his hands and bright blue pants on his legs. Then he smiled, shook his head, and went into the bathroom.

Ursula turned to Peter's apartment to see Mary-Jane, who shrugged.

"Weren't you wearing a wedding dress?"

Mary-Jane picked at her shirt. "It… got dirty."

"Should I leave?"

"Probably."

"Is she gone?" Peter asked from behind the bathroom door, once Ursula had left.

"Yes."

"The Vulture had henchmen, you know. The Birds of Prey. They wore these jackets with feathers on the arms. I think themed villainy is killing the crime business. Whatever happened to good old-fashioned ski masks?"

Peter felt, in some subtle way, Mary-Jane lean her weight against the bathroom door. "Pete, have you been following the news lately?"

"I work at the Daily Bugle… so no." He pulled his shirt on and rested his head against the bathroom door, as if he and MJ were two magnets locking together. "What is it?"

"It's…"

"Who are you?"

Peter recognized his landlord's accent anywhere. "She's with me, Mr. Ditkovich."

"Roommates cost extra! No matter how much my daughter wants it, you cannot stay here for free! Flirting with my daughter is not rent money! It is not even currency!"

"I do not flirt—" Peter started to say, then heard MJ giggle a little. He quickly used a second towel to dry off, then dressed and wrapped the bottom of his costume in the towel. When he came out, Mary-Jane was putting away her wallet.

"How much do you pay a week for this place?"

"Too much. You didn't give him any money, did you?"

"A little. Why?"

"Nothing. You just might wanna wear a wig next time you come down here. He's very… persistent. So, what's the big news? Vampires are real? Mutants walk among us? Did they finally find living dinosaurs?"

"It's Doctor Octopus. He's back."

* * *

Peter strode to his laptop with his fly unbuttoned and his belt only halfway through its loops. Despite the circumstances, MJ had to admit that it was an intriguing sight. She sat down next to him on the couch and held his arm, hoping her presence would soften the news he was about to hear.

"He washed ashore in Jersey. Barely alive, virtually comatose…"

Although Peter was trying not to look worried, Mary-Jane could feel the diamond-hardness of his muscles tensing under the skin. He was single-mindedly flipping through channels, looking for news he could make out through the static. "They say he doesn't remember anything from during his 'psychotic break'."

The TV settled on an image drowning in static. Otto, his leaden tentacles dragging behind him on a trolley, being escorted from one building on a hospital campus to another. There were guards with the latest Stark weaponry surrounding him so densely that the camera could barely catch a glimpse of him.

The Octavius that registered stronger in Peter's memory was a sociopathic, obsessive engine of destruction with no care for the well-being of anyone that got in his way. That madman was hard to reconcile with the man on camera. He could be described as tired, drained, contrite, or just plain defeated, but it was obvious that the tentacles grafted to his body were more of a burden than a superpower. All his sins remembered and given weight. The man that was Doctor Octopus disappeared into a hospital.

"I suppose I should look into that," Peter understated. "Later."

"'Later,' what?"

He kissed her. He'd been waiting to do that all through the fight, still feeling the tingle of the last one. It'd made him so lightheaded that he'd shrugged off the hardest of blows. Mary-Jane kissed him back, a surprisingly cold hand bracing on the juncture between his neck and shoulder, long red nails curved back to tinge the back of his neck. Her thumb pressed at his collar, leading the charge of his whole hand. She was pushing him back, and in her eyes he saw a bit of the abused trust that had clouded them in the past few days, replacing the unbridled friendship she'd once offered him.

Despite all they'd been through, he'd still pushed her away and lied to her and it would take time for that to heal. Time for them to get to know each other as people instead of the masks they put up.

"Aren't you going to buy me dinner first?" Mary-Jane asked, neatly defusing the situation.

"I've love to. And thank you. Again." Peter awkwardly got up, grabbing a backpack to shove his drying costume into. "Ock awaits…"

"I'll wait. Patience is a virtue, right?"

* * *

Osborn Manor sat atop the old Oscorp headquarters like a spider waiting in its web. Although the corporate headquarters had long since been shifted to a more modern building, with most of its functions sourced there as well, the Osborn Building stayed strong despite its half-dead status, full of abandoned floors that its owner refused to rent out and rotting in places where the cleaning staff weren't paid to go, places like infected wounds.

At the top floor, inside the manor that capped the vast rooftop, a white-gloved hand knocked at the door to the study. Then again, more insistently. Finally, the door opened and Harry Osborn, his face worn and stubbled, peered out at his butler, Bernard.

"What is it?"

"The board of directors has been trying to reach you for hours. They want to know about the merger."

"Merger?" Harry asked, rubbing at his eyes.

"With the Brand Corporation."

"Tell them to do what they think is best."

"What they think is best? Mr. Osborn, you're the majority shareholder…"

"And I have more important things to do!" Harry shouted before slamming the door in his butler's face.

Inside the study, Harry made a bee-line for a brandy snifter from the liquor cabinet. He considered it for a moment, then put it down. No time for that now. His reflection beckoned to him and he'd waited long enough.

Even though his memory, indeed, his life, seemed like a mist of red these days, he remembered with crystal clarity three things. Spider-Man murdering his father, unmasking Spider-Man, and stabbing the knife through Norman Osborn's image to find the Goblin's lair. The mirror he shattered was intact now. Or so it would seem. He walked through it. The hologram rippled like quicksilver as he merged with his reflection, then was not there.

Rows upon rows of pumpkin bombs. Several gliders in various stages of repair and development. The flight suit his father had worn. And overseeing all this was the mask of the Goblin. The place was like an antic, and might have been when the house was first constructed. Cobwebs abounded, but shied away from the high-tech equipment that had been installed so recently. If Harry noted the creepy dissonance of gothic Victorian and state-of-the-art villainy, he didn't show it.

A throne-like chair was sat in, Harry's weight powering up the workstation in front of it. He typed on it, causing scientific equipment to rise out of the floor.

 _Human Performance Enhancement Formula Loaded_ , the computer reported as a graphic design whirlwinded onto the screen. Harry smiled and looked up. Above the workstation, lit by a candelabra below, was a huge portrait of Norman Osborn.

Harry pressed a key. _Sodium Pentathol, Add Y or N?_ He looked up again. His father's portrait seemed to smile. _Y_.

Inside the assemblage of science equipment, a needle drained liquid from one test tube and added it to the main cylinder, tinting the colorless liquid slightly green.

Harry pressed another key. _Ammonium nitrate, Add Y or N?_ He looked up again. His father's portrait seemed to frown in disapproval. _N_. Another graphic popped up, and another, and another. As Harry vetted his choices, the serum became a darker green…

* * *

Peter sneezed into a Kleenex. He really should've waterproofed his suit. He wadded up the tissue and free-shot it into a trash can, then readied another Kleenex from his pack. He would have to duck into a convenience store to buy another one soon. Then again, he was going to a hospital. It wasn't like they'd _not_ have tissues… would it?

Getting access to Octavius had been tricky. First, he'd finagled a press pass from Jameson by playing the photography card. And it was true. If Octavius remembered him (as he obviously did, for agreeing to meet him… **gulp** ), then there was a good chance he would allow Peter to take some pictures. It made Peter feel like a paparazzo creep to photograph someone in recovery, but he told himself it wasn't for money, it was to make sure Otto was really… Doc Ock no more?

Peter grimaced. He really had to get a new inner monologue.

After an elevator ride that had Peter miserably contemplating how fast he could get upstairs if he just jumped through the roof access and _crawled_ , Peter disembarked with a disgusting variety of tissue paper wads in need of disposal. He really, really should've waterproofed his suit.

The high-security floor was only accessible by a key that a hospital administrator had popped into the elevator when sending him off, but the beefy security guard fixed him with a nasty stare all the same. Peter sheepishly dumped the tissues, washed off his gunky hands in the drinking fountain, and wiped them on his shirt. The guard intensified his nasty stare to Nasty Stare 2.0.

"Uh, hi there. Peter Parker, here to see Otto Octavius."

Nasty Stare 3.0.

"I'm expected."

"You his lawyer?"

"No, I'm a photographer." Peter held up the camera dangling off his neck. "Cheese?"

The security guard clicked an intercom and, with a suspicious look, whispered into it. Octavius's voice fairly boomed through it in contrast. "Peter Parker? Yes, send him in."

The guard swept out of the way and Peter squirmed past him, smiling widely all the way.

Ock's room had, thank God, a tissue box. Peter swiped some. Besides that it was a hospital room, with a hospital smell and only padlocks on the door and window to separate it from any other room. No, there was something else. No flowers or greeting cards or any sign of sympathy. Peter felt the old familiar pain of alienation creeping up on him. No. No, he wouldn't sympathize. Not until he was _sure._

Octavius himself was sitting at a desk, lazily spinning a piece of paper around, a pen forgotten at the side of the desktop. A black eye shield protected his eyes from light, though the room's fluorescent lamps were dimmed. With a careful tread designed to respect the seemingly oblivious Octavius's privacy, Peter walked over and leaned over him. It was a confession.

"Peter Palmer," Octavius said.

"Parker, sir."

"Don't call me sir." Octavius stood, his tentacles weighting him down. "Brilliant, lazy. I apologize if I can't summon up anything else, but…" He gestured to the bandages wound around his head, greasy black hair poking out between them.

"There's not much else," Peter assured him. "I wanted to do a paper on you and we interviewed… I mean, I interviewed you…"

Octavius nodded. "Right, right. What grade did you get?"

"A minus."

"Wreck the curve, why don't you?"

Peter smiled genuinely. Okay, so it wasn't exactly a night at the opera, but there weren't any vault doors being thrown at him yet.

Octavius trudged over to the bed, dragging his tentacles behind him. They scraped loudly on the linoleum floor. "Don't worry about them, they're completely powered down. They're flying in a specialist from Norway to amputate them… Dr. Foster. The state has generously agreed to pay for the procedure. Can't imagine why. Would you like to…?" He gestured to his back, and Peter belatedly realized he meant the camera.

"Oh! Sure. If you wouldn't mind, Dr. Octavius."

"If it will reassure the public…" He loosened the top of his two-piece hospital gown at the neck, opening it at either side to reveal the gruesome melted flesh where the tentacles seemed to have dipped into his body like a compound fracture. The metallic spine has also sunken into the flesh, with tendrils of skin growing over it. "As you can see, it's seeking symbiosis. Trying to power itself on bioelectricity. I even have nerve connections still active through the waldos… like phantom limbs, one would imagine."

A swell of pity for the broken man rose in Peter's chest. The tentacles imprisoned him like limpid prison bars. Those had been the enemy, not Octavius. Feeling like an A-1 heel, he pressed. "So you don't remember any of it? Doctor Octopus, the Tritium… Spider-Man?"

"No. The shock and water damaged my tentacles' hard disks. And the process of symbiosis is making me…" Octavius took off the eye shield to rub his eyes. The area around them looked cracked, as if his skin were made of marble and someone had taken a chisel to it. "Blurry."

Despite that, Peter felt no relief. "Well, if there's anything I can do…"

"There is one thing." Otto stepped toward Peter, his tentacles making weirdly musical sounds as they scraped behind him. "The fusion reactor is still mankind's best hope for clean and renewable energy. I refuse to have it stained by my advocacy. Bring me my notes, the report Oscorp did on the accid…" he trailed off, Rosalie's name on his lips. One of the servos in a tentacle's claw whirred like a sawblade running down, a sleeping monster twitching.

Peter put an arm on Otto's shoulder and the ticking stopped.

"I know I had to have miscalculated. Let me find and correct my error so another can finish my work. Don't let these—" he grabbed a tentacle as if throttling it and shook it at Peter "—be my only legacy."

Peter's head turned away, but his body didn't follow. Just after the memory of Norman Osborn and his dying wish had darkened his mind like an oilspill came another unpleasant reminder… but this time, his duty was to the living instead of the dead. Obeying Osborn had alienated Harry, turning him from friend to… something else. And now, as if some cosmic tribunal had declared a miscarriage of justice, he was given a chance to redress the balance. This time, he could save a life instead of ruining one. No tights required.

"You'll be remembered as Otto Octavius, gifted man of science, not Doctor Octopus. I promise you that."

Otto smiled, and it was a far cry from the scalpel-sharp teeth bared by Doctor Octopus. "Thank you, my boy. Curt is lucky to have you for a student."

He extended his hand for a shake and Peter took it warmly. "See you soon."

Otto spread his arms to gesture at the room. "You know where to find me."

Peter turned to leave as a memory bubbled to the surface of Octavius's fragile mind.

"How's the girlfriend, by the way? Things work out with her?"

Peter's blood froze. He turned back to Otto with a new, strangling deliberation in his movement. "She's good. _We're_ good. Everything's good."

Otto smiled and nodded. "Good. I love a happy ending."

* * *

By the time Harry was no longer able to hold his eyes open, the serum had become a green just this side of black. Whispers haunted his sleep… built in intensity. Suddenly:

"Harry!"

Jerking awake, Harry looked for the source of his name. He didn't look far. The computer monitor's screen had been replaced by an image of Norman Osborn, so vivid that Harry could've reached out and touched him if he wanted to. He didn't want to.

"Harry…" Norman said again, no longer as harsh. The gracious dad instead of the stern…

"Father?"

"It's time, Harry," Norman said, his face reflected in the serum. Distorting with the fluid's ripples. "Time to finish what I started."

Tension pinched Harry's frontal lobe, boiled its way out the inside of his eye sockets. "But… Peter would…"

"Stop sniveling!" his father shouted. "You're an Osborn, start acting like it!"

Like darkness vanquished by dawn, Norman faded away. His last words echoed inside Harry's brain, the lair he sat in. "Acting like it… acting like it…"

 _Serum synthesized._

Harry turned away from the blinking computer screen, right into the Goblin's mask. It was staring right at him, staring into his soul with empty eye sockets. Trembling, Harry picked it up. The mask shook in his hands. Lurched toward his face. Defensively, Harry threw it across the room.

"No!"

Close to screaming, Harry stumbled out of the room. He came back with an axe he'd grabbed from a suit of armor on display. Half-crazed, he found Norman Osborn in the reflection of a glass chemical vault.

"What are you doing, Harry?" his dad asked.

"I don't want this!"

He smashed the reflection's face in with the axe. The chemicals inside sloshed out onto the floor. Harry didn't stop there. More chemical vats were shattered in his cathartic rampage. The freed fluids began to mingle…

"Any of this!" Harry screamed. Each swing was bringing him back to himself, obliterating the red mist of anger and reminding him of his real father. The harsh words, the harsher discipline, the constant expectations and disapproval and bile…

Like an executioner decapitating a prisoner, he broke apart the new serum.

"Anything to do with you!"

He attacked the flight suit, hacking it into pieces. At his feet, the chemicals began to bubble and simmer…

"I'll never be like you!"

Norman's portrait came to life, looking at Harry with baleful, hating eyes. "You can't deny who you are, Harry! You are your father's son!"

The head of Norman Osborn was reflected in Harry's brown eyes as they watched each syllable enunciated.

"You will _always_ be my son!"

The chemicals exploded like the wrath of Norman Osborn himself. Harry was blown across the room, his clothes burnt from his body. He hit a concrete wall so hard he cracked it.

A thick, fat, green cloud rolled out of the mixed fluids and crept along the floor. In Harry's mind's eye, the gas seemed to form faces; demented specters with their mouths twisted into sneers. But Harry was not afraid. He was defiant. With his last breath, he challenged them to do their worst.

The vapor oozed over Harry as he lost consciousness, grew over his body like vines covering ruins. The gas almost leapt down his throat, like exhaling in the cold reversed.

Harry only choked once.


	2. Chapter 2

Harry didn't know how long he sat where he had fallen. He didn't remember sitting up. He just sat, motionless, curled up on himself like he had regressed to a fetal stage. The portrait of his father had fallen sideways across from him, but the frame was empty. Its emptiness seemed to speak to him.

" **Harry...** " the Goblin said.

"What do you want?"

" **Me? I'm a friend of your father's. He sent me to take care of you. So that you... can take care of Parker.** "

Harry searched his memory. Everything was filled with smoke, billowing, confusing him. How could Peter be his friend and yet kill his father? How could his father be the Green Goblin? It made no sense.

"Why... why should I hurt him? My father was a..."

" **Your father was a great man, Harry. He was like a brother to me. Spider-Man took him from you. Just like he tried to take your place as the firstborn. Is that your friend?** "

Harry pulled in tighter around himself, trying to shut out the voice. "No, stop, you're confusing me!"

" **This is what you wanted, Harry. Avenge your father. Take his place. Become your father's son!** "

Harry shrieked, hands flat against the sides of his head as if he could shut in the madness that was struggling to get out. His eyes were a sickly color, fluorescent and demonic and green.

Harry screamed again, the preverbal onslaught only marginally resembling the denial he was trying to voice. That primal scream was still ringing in his ears hours later, as he sat in his study.

The tribal masks his father had collected over the years were laughing. Harry ignored them, finally grinding his fists into his ears in an attempt to shut them out.

With another outcry he pulled out a small silver box from his pocket. Inside were half a dozen small syringes, each filled with a green fluid. The laughter grew louder and louder. Harry pulled up his shirt sleeve and found a vein. Nearly hyperventilating, he injected himself. The laughter died down along with Harry's breathing. He found a Zen-like state of calm.

For a moment, all was quiet. Then a sharp buzzing noise caused Harry to nearly jump out of his seat. But it was only the buzzer. He calmed himself again and pressed the button, now in full captain of industry mode.

"Yes?"

It was Bernard on the intercom. "Sir, Peter Parker is here to see you." A bomb-blast sneeze came over the channel in confirmation.

"I don't want to see him."

There was a pause as Bernard passed this along. "He says he just wants Otto Octavius's research."

"Let him have it. Let him have everything he wants. My father, my girlfriend… just make him go away." Harry shut off the intercom. A failed experiment. Was that what Pete wanted now? There was a certain symmetry. Harry felt like a failed experiment, but he didn't know who was making him the lab rat in that maze. Was it his father, still, one last test from beyond the grave? Peter? Or maybe fate, cruel, capricious, like the gods in a Greek tragedy.

The intercom buzzed again. Harry stabbed the talk button with his finger. "I told you—!"

"Mr. Parker has left, sir. Mr. Kingsley is here to see you."

Harry breathed in through his nose. "Send him in."

"Yes sir," Bernard's voice crackled. "Shall I serve refreshments?"

"Certainly."

A few moments later, Roderick Kingsley entered. He was a thin-built man in his forties with impeccably-cut blonde hair and small, prescription eyeglasses. "Mr. Osborn, nice to meet you," he said, extending a hand.

Harry gazed at it with a certain amount of disdain. "Mr. Osborn was my father, please, call me Harry." After a sufficient wait, he shook Kingsley's hand.

"Pleasure to meet you, Harry."

"Likewise. So, what's a fashion magnate like you doing in the corporate world?"

Kingsley pulled up a chair to face Harry. "To put it bluntly, none of the others at the Brand Corporation quite knows what to make of you. With your wealth and the shares you own, you're probably the most powerful man in New York. And yet… Well, I don't have to explain to you how you've been acting."

"My father is dead. My mother died of a drug overdose when I was eight. She bought the drugs with my father's divorce settlement." Harry slumped back in his chair. "How exactly do you expect me to act?"

"Like an Osborn. I knew your father. We were members of the Century Country Club together. And I think he would be disappointed with you for scurrying away at every shadow of an opportunity…"

Harry crossed his legs and steepled his fingers. "Unlike you. You drove quite a few European cosmetics firms out of business to make your own foothold possible. You hired a disfigured model to say that Bella Donna facial cream had caused her deformity."

"We all have skeletons in your closet. I wouldn't fall in love with the notion of revealing any of that to the public. It's so easy for illegal material to fall into the hands of bright young men. And the police are ever so adept at finding them with it."

"Oh, give the veiled threats a rest, Kingsley. I just like to know who I'm dealing with. For instance, you appreciate other cultures. Nicaragua, Iran, North Korea, Haiti… your vacations sound like a list of global hotspots."

"Anarchy has always been an interest of mine," Kingsley said warmly.

"Right. And your service in the military had nothing to do with it? It's still classified, but I did a little digging. Central Intelligence Agency back in the eighties when they had their fingers in every pie worth eating."

"What can I say? I served my country."

"If that's the way you remember it…"

"That's the way it happened."

"The fact remains that you still have some connections to the Company. Including a vested interest in both Quest Aerodynamics and Oscorp. So I won't take your word that you were the only one brave enough to try to get a fix on Harry Osborn. You've been behind this merger from day one."

Kingsley stood, his shadow falling over young Osborn. "Harry, Harry, Harry… guess there's still a little of the old Osborn magic left. What can I say? I have an eye for winners. And I see Oscorp going places."

"That makes two of us." Harry put out his hand for a shake, which Kingsley gave him. "Pleasure talking to you, Mr. Kingsley. Bernard will show you out."

"I would like to have Oscorp's records before I leave. I like to do my homework as well."

"Certainly." Harry smiled. "I'll fax them to you as soon as possible."

* * *

The papers he'd retrieved didn't exactly fill Peter's heart with glee. Things were still on thin ice with Harry. Maybe it's just take time, like it had for Aunt May to accept his role in… maybe if he waited a few more days, Harry would get over it. Yeah. And maybe he was a Chinese jet pilot.

Since he'd last been to the hospital, the press of… well, the press… had forced the administrators to clear the hospital of all reporters, photographers, correspondents, paparazzi, bloggers, and a very confused Dan Rather. So when Peter flashed his press pass, a security guard took a break from doing his impression of a wall to glower. It was a rather impressive glower, all told. There was no chance Peter would mistake it for an intermittently intense stare or a friendly beaming.

"No press on hospital grounds."

"I was invited by Dr. Octavius."

The rent-a-cop guffawed very well. There was no way you could mistake it for a laugh or a snicker. He was good. "You and half the New York Times."

"If you could just—" Peter paused as he felt another megaton sneeze coming on. He got the tissue up just in time. "AH-CHOOOO!"

The security guard stared at him, disgusted, as Peter wiped his nose.

"Sorry, sorry, ever since I got back from Malaysia I've had this wicked cold." Peter snuck a peek at his tissue, then trashed it. "Is mucus supposed to have blood in it?" Peter asked innocently, before miming another sneeze aimed right at the guard's face.

"Maybe you should go on up," the guard said quickly, getting out of the way. The guy did that best of all, in Peter's book.

"Thank you," Peter said in the clogged-drain voice of one who had been denied a proper sneeze.

On his way to the elevator, he faked a landmine sneeze that made the guard jump ten inches.

* * *

The guards on the high-security floor weren't hospital. They were police, elite Blue Shield agents with hardware to match. They carefully sifted through Peter's backpack of documents to make sure it wasn't a cleverly disguised gun made out of paper.

"What are you looking for?" Peter asked on minute six. "Typos?"

"Anything that could be used to effect an escape," said a senior Blue Shielder, quite possibly promoted for the degree of gruffness in his voice.

Peter held up his hands jokingly. "Alright, you got me, we're planning to fly out on paper airplanes."

Blue Shield stopped what they were doing to glare at him suspiciously.

"Tough crowd."

"Don't mind them, 'boyo,'" said Captain George Stacy. He had been a bulky wrecking ball of a cop once, but age had shrunken and thinned him into a gentleman. But the old steel was still evident in his steam shovel face with its strong jaw, hard eyes, and weathered lines. "They're paid not to have a sense of humor. George Stacy."

Peter shook his hand. For an old-timer, George had a hell of a grip. "Peter Parker."

"Yes, from my daughter's science class. Gwen's told me about you."

"She has?" Peter knew of Gwen, of course. They'd teamed on a few projects and of course a girl with a face like Gwen's was hard to forget, but Peter hadn't considered _he_ was worth mentioning.

"Oh yes. Describes you in glowing terms. Brilliant, creative, smart… but there's a big difference between a wise man and a smart one."

Peter brought his hands up from his sides to rest on his hips. "Oh?"

"Octavius hasn't been getting many visitors."

"Shame. He's a sparkling conversationalist."

George grabbed the upper part of Peter's arm and squeezed with tendons of iron. "Listen here. I know you think I'm some flatfooted softhead and you're probably right, my IQ can't even see yours from where it's sitting, let alone your friend's. And I get that those tentacles were messing with his mind. But I've been a cop long enough to know you don't do the things Ock's done unless you've got some darkness in you to begin with. Maybe his pops didn't hug him enough, maybe his mom hugged him too much, maybe he got picked on at school. But he's got a dark side and if you ignore that, you might as well be tussling with a wild animal."

Peter looked at the captain blankly. "I was picked on at school."

One of the Blue Shielders brought the backpack to George. "It's clean."

George offered the backpack. "Stay smart, Parker."

Peter took it. "Always."

He walked into Otto's room.

* * *

Otto fanned the papers across the desk like Tarot cards predicting his own fortune. Hero or villain. Monster or victim.

"This is splendid, Peter! You even managed to get some of Oscorp's internal documents on the disaster! Maybe some of Osborn's men worked out why the reactor went critical."

"I wouldn't count on it," Peter said, apologetic. "Most of them were happiest just scapegoating you."

Otto chuckled harshly. "Yes, that's to be expected." He stopped poring over the files to hover over to Peter. His eyes were mournful, from what little Peter could see of them through the black eyeshield. "I know this can't be easy for you."

Peter shrugged. "It was nothing. Harry handed them over without a sour note."

"I'm not talking about that. I know I was like an idol to you." Otto's voice filled with the sluice of sarcasm. "A brass ring, if that's not too egotistical," he spat. "A loving wife, a promising career… I must've seemed like everything you ever wanted out of life."

"Not everything." Peter had one or two things he would never get out of life ever again. Not without a time machine.

"I know what it's like to find your hero has feet of clay. As a boy, I worshipped my father. But he turned out to be…" again, like a computer stalling, Otto's eyes were lost behind the opaque shields. "A very cruel man, my father."

"You're _not_ like that. You've made the right choice, you're getting your life back on track. You're earning people's forgiveness."

Like a switch had been thrown, Otto jolted back to life. Not frenzied, not berserk, but deep within him there was churning and loathing and hellfire. "What if there are some things for which there is no forgiveness?" he hissed.

"Come on, Otto," Peter said, taken aback by the harsh words. "It's not like you killed anyone. Not on purpose…"

"Didn't I…? My hubris killed Rosalie as surely as pointing a loaded weapon at her and pulling the trigger."

Peter had no idea, absolutely no clue, what to say to that. 'Everybody makes mistakes—that's why they put erasers on pencils'? He knew nothing would assuage Otto's guilt because nothing had eased _his_ guilt over Uncle Ben's death. It still stayed with him, like a shadow in his heart, cast by the void Ben's passing had left.

"She wouldn't want you to spend your life in grief over that. She'd want you to learn from it and move on." Peter said it because telling himself that about his uncle had kept him sane.


	3. Chapter 3

Roderick Kingsley worked long into the night in his office. Oscorp wasn't just another boring white-collar corporation. It had all sorts of intrigue and backroom deals hiding just under the respectable military-industry surface. He worked through a thick stack of papers, looking for points of interest to type on his laptop. So far, nothing. Oscorp had momentarily failed to arouse his interest. Then he paused at one.

He held the paper up to the light. "Oscorp Warehouse No. 37," he read aloud.

He set it down and highlighted a single sentence. _Contents classified._

Then he picked up his phone.

* * *

Peter lay in bed. His nose was red. His eyes were tearing up. He felt and looked (as a glance at any mirrored surface reminded him) like hell. A sneezing fit had given him a very welcome excuse to leave Otto's company. Unfortunately, web-swinging in his condition was out of the question. Maybe it was the last vestiges of his Spider-Man No More days leaving his system, but his entire body was in open rebellion. He called MJ from a pay-phone and waited for her to come to ferry him home.

She'd brought him to her apartment, scandalously, and then left him for an audition. Peter took the opportunity for some thoughts in his diary, which he always composed mentally before setting to paper.

 _Puny Parker. That's what they used to call me. I never used to think of myself that way... at least not after a certain radioactive spider decided to pass along it's proportionate speed and strength by way of a bite. But now that's all I can think of myself of. Mary-Jane tucked me in. How embarrassing is that? You'd think my Spider-Sense would keep me abreast of cold germs, but nooooooooooo..._

The front door opened. Footsteps approached. Peter fervently hoped it wasn't Doctor Doom...

"Hey Pete." Mary-Jane flounced into view in full Florence Nightingale mode, carrying a tray. "Thought I'd take the day off and housesit."

"Thanks." Peter sat up, quickly blowing his nose before she reached him. "How was your audition?"

Mary-Jane, in rapid succession, took his temperature, fluffed his pillow, and shoved him back down into a resting position. "Great. I nailed it and am doing nothing but waiting for a call-back and rehearsing lines for the rest of the afternoon. Which is good for you, since I get to lavish attention on my favorite man-spider." She gestured to her tray like a model on a game show. "Chicken noodle soup, herbal tea, and DayQuil. I come bearing gifts, as they say."

"You're the best thing to happen to me... ever. And you have a very attractive figure."

"You're addled, aren't you?"

Peter nodded solemnly. "Yes. I don't know if I'm half-awake or half-asleep. I think this is what being high is like."

"It's not, trust me. ¿Qué piensas en mi español?"

"Excuse me?"

"My Spanish, is it any good? My character needs to speak Spanish. Her name is Maria Lopez."

"Sounds Hispanic." Peter knew he could figure out the fly in the ointment… a-ha! "You're not Hispanic."

"I'm one-ninth on my mother's side. And I play Hispanic very well!" As per usual, Mary-Jane's anxiety translated into action. "You want to watch some TV? I could bring the TV in here..."

"That'd be great. Thanks a million."

She kissed him on the forehead. "Keep getting better. I'll be right back."

"Bring tissues," Peter mumbled, congested again. She nodded on the way out the door.

Peter sat back and looked out the window. There _would_ be a man in Roman armor standing on a rooftop, swinging a gladius around like he knew how to use it.

"Not again! When I'm on a date, supervillains. When I'm on the can, supervillains. When I'm in the theater, supervillains. Well, not this time! Screw it, New York can handle it on its own. They've got S.W.A.T. teams and beat cops and the National Guard and the FBI and... and..."

Peter rolled back his covers.

"I'm a-comin', I'm a-comin'."

He dizzily dragged his costume from the dresser where he'd stuffed it among MJ's pantyhose. The dresser was under the window, so when he looked up he saw the Human Torch fighting the baddie.

 _He's new to the biz. Good. The last supervillain I thought of getting out of bed for was Rocket Racer. What a loser. He travels on rocket-powered skates. It makes one yearn for the simple majesty of a jet-propelled glider. Some bank guards took him in last week, which gives me hope. I used to think they couldn't handle anyone whose idea of a mask_ wasn't _pantyhose pulled over their heads. He was trying to rob a bank as part of his senior project. MIT is offering him a scholarship and ESPN3 wants his patent for a new Xtreme sport. Sometimes I hate the universe. I wish some gigantic space-traveling being would come from the far reaches of the galaxy and devour the planet._

Mary-Jane nudged the door open. Peter closed the drawer hurriedly.

"So," Mary-Jane started off as suspicious as Columbo running an interrogation, "what are you doing out of bed?"

"Nothing. Just stretching my legs."

"What've you got in there? Some porno rags?"

"No!"

"What then?"

"You know..."

Mary-Jane saw the costume and stuffed in back into the drawer. "Oh! Jeez. That. You just..." she backed out of the room, "put it in there?"

Peter collapsed back down to the bed, then wearily wiggled under the covers. His voice grumbled around the pillowcase. "Well, unless you have a safe I could use..."

"It's on backorder. And on the matinee today..." MJ wheeled the TV in front of the bed… their bed, Peter realized with a bit of a shiver… with the title menu harbingering his doom. "Pretty Women!"

 _Why couldn't it have been Doctor Doom?_ "Are you sure there isn't some superbaddie I can't bash for you?" Peter said in a last-ditch effort to avoid complete emasculation. "I am extremely well-endowed in the bashing department."

"If you don't shut up, I'll show you bashing." Taking some cushions from an easy chair, she made her own little back brace against the headboard and sat down next to the lying-down Peter. "But since you're sick, and if you _insist,"_ she added morosely, "we could watch some mindless action movie that I would be bored stiff by." Her eyes, when she considered this possibility, were as plaintive as a baby kitten.

"Yes, let's do that."

Mary-Jane scowled for a moment, then pressed play.

* * *

Arnold Donovan waited outside warehouse thirty-seven. He was scruffy-looking, with a disreputable case of jitters. He waited impatiently under a streetlight, picking something new to fidget with every thirty seconds. At last, a Mercedes-Benz pulled to a stop in front of him. Donovan hurried to greet his employer, but he opened the door and got out well before Donovan could reach him.

"It's late, Mr. Donovan. What is it you want to show me?"

"Something worth gettin' out of bed fo'."

Inside the warehouse, there were no guards. They were contracted to only patrol the premises, never to go inside. Donovan led his employer to an opened crate. As his boss watched expectantly, Donovan dug into the crate and came up with a purple glove. Heavy, like leather. He pulled it on, stretched his fingers. The glove hummed with electricity.

"Intriguing," his employer said.

"I know! They got all kinds a' high-tech crap in here. Look at this!" He pulled out a silvery, coiled whip. "Why's a weapons manufacturer making this kind a' junk?"

"Intimidation. Fear."

Donovan pressed a button on the whip's stud. The tail of the whip shocked him and Donovan dropped it.

"The element of surprise," his employer continued, oblivious. "The man who came up with this had a brilliant mind. Twisted, but brilliant nonetheless."

The employer tried the glove on, flexing his hand inside it.

"Help me get it into the car."

It took them an hour's hard labor, but they cleared out almost an entire shelf of the warehouse, filling the trunk and backseat of the Mercedes with goblin prototypes. Then they walked back inside, just to check to see if they had missed anything. Donovan's employer held a briefcase, which he set down on an empty shelf.

"Whaddya think all this is worth?" Donovan asked.

"Oh, the most valuable thing I have to give."

He pointed a purple-garbed hand at Donovan. Sparks, like horridly beautiful sprinkles, shot out of his finger and into Donovan's stomach. The thug clutched his wounded belly and dropped. His employer opened the briefcase to reveal a bottom half filled with bricks of C4 and a top half taken up by a laptop-like console. He set the timer for one minute, then left.

Donovan, wounded but still alive, struggled towards the briefcase as it counted down. His employer was long gone, leaving just the echoes of his footprints. Trailing blood, Donovan hauled himself up the shelf. Below the timer was a small button marked cancel. With twenty seconds to go, Donovan pressed the cancel button. He laughed for a moment in triumph… then noticed his action had _sped up_ the countdown.

The warehouse exploded, the light of its flames barely reaching the Mercedes-Benz that was already driving away.

* * *

Otto Octavius rechecked his calculations for the eightieth time. They couldn't be right. They said that the only way for a destabilization to develop as quickly and largely as the one at the demonstration had was for the reaction to be dependant on impure Tritium. Tritium of the kind Harry Osborn had provided, as the memos showed. _They_ had found him innocent of wrongdoing. Doctor Octopus was not so lenient. He scrawled the crucial equations, the crucial flaw onto every scrap of paper in the room. When he ran out, he drew on the walls. Then the floor. And the ceiling. And when he was done, he laid in bed and didn't know what to do.

So the voices came back and told him.


	4. Chapter 4

"Substandard Tritium? Osborn's a multimillionaire, why would he...?

"Of course. That... miserly bastard!

"Gave me improper materials, cut corners, just to save a few measly dollars!?

" _What's money against my life? **My dream!?**_ "

He calmed, his tentacles slumping in sympathy.

"Clean, renewable energy for all mankind. Now nothing more than a pipe dream."

The tentacles began talking all at once. He nodded.

"Yes, an excellent suggestion. We may not be able to sustain fusion, but we can have our revenge."

He jammed his tentacle into the power socket. The lights dimmed under the current load, flickering stroboscopically as electricity flowed into his tentacles. His pseudopods, his manipulators, his children rose in recharged crescendo.

"Avenge Rosalie. Avenge ourselves! And prove to the world my genius in the process. I am not a monster! I am a man of science!"

* * *

There was one… and _only_ one… upside to being sick and forced into watching Pretty Woman. This upside was lots and lots of Mary-Jane-touching. Mary-Jane sat at his bedside, touching his shoulder nearly constantly, kneading it when she was worried, sappily rubbing it during the mushy parts, and tensing once during a sexy bit. Peter was getting very open to the possibility of watching a romantic movie while not sickly and emasculated.

Even this meager bit of happiness, in the midst of illness and Julia Robertness, was enough to make the universe put its foot down and say "Time to rain on Peter Parker!" Peter imagined the universe as having a voice somewhat akin to Robert Goulet. He didn't know why. His phone rang, with a distinct Robert Goulet bop to its trill, and he answered it despite Mary-Jane's frantic shushing (apparently Pretty Woman had reached a good point, which as far as Peter was concerned was something like Enya music getting loud). He picked it up as Mary-Jane paused the movie and pouted fiercely.

All the good vibes drained out of the room. Peter hung up the phone. "It's Jonah. He wants some pictures."

"So? Tell him you're sick."

"He wants pictures of Doctor Octopus. Otto's had a relapse."

* * *

Mary-Jane drove Peter, hastily-dressed with his Spider-Man costume showing at the sleeves and ankles, to the hospital. From a block away, the traffic lights were out and policemen were stopping traffic. Road flares cast the only light besides the stars and the moon. The red light played over Peter's face. Otto had been a friend, Otto had had _hope_ …

Peter got out of the car. "Mary-Jane, listen to me. I want you to drive away from here as fast as you legally can, okay?"

"But Peter..."

"Just do it. I'll be fine."

Mary-Jane caught his hand before he could go, pulled him to her and gave him the kind of kiss that made him fall in love with her all over again.

"For luck," she said.

"Thanks."

Enough of Peter's spider-sense was active for him to hear, muted as if he were underwater, the pangs of warning for policemen and other unfriendly eyes. The perimeter was a fustercluck. Peter scented Eddie Brock's sharp cologne and knew he wouldn't be the only newsman who'd snuck through.

What Peter needed was a way in. Sticking to the concealing bushes that ringed the building, he circled around until he saw an open window on the second floor. He climbed up, though a sneeze unstuck him three-quarters of the way up and he had to scramble the rest of the way. Inside, he shed the bulky coat and pulled on his mask. Strangely, it didn't make him feel like a superhero.

His feet felt like rubber and the power that usually throbbed in his dense muscles had deserted him, but he couldn't let it stop him. _I've got to stop Octavius… then lie down for a long time.  
_  
It was clear that Otto… Ock had found a way to recharge his tentacles off the hospital's power grid. But the whole block going dead meant that he had taken power straight from the source, with no circuit breakers to get in his way. That meant the basement, right where the underground power lines fed into the hospital.

Spider-Man pried the nearest set of elevator doors open and slid down the cable. At the bottom, he could hear the cracking-bone symphony of tentacles in motion. _Otto… no…_

The maze-like boiler room bore the scars of Otto's passage. Mutilated divots were carved into the circulatory system of pipes and power cables where clawed tentacles had gripped them. Spider-Man pulled up his mask to spit out some phlegm, then stepped forward. The lightbulbs, hanging from chains like dead men from gallows, flickered between light and darkness. Spider-Man used his sixth sense to guide himself to the kernel of danger piercing into his world. He rounded a corner, spider-sense going off louder than a KISS concert, and saw his nemesis.

Octavius had his back to Spider-Man, but enough of him was lit by the fusebox he'd plundered to see that sanity had deserted him. His lips had grown thin and curdled into an all-consuming sneer, his nostrils flaring with deep rage, and Peter was so damn thankful that he couldn't see Octavius's eyes through the sunglasses that armored them.

Spider-Man looked around for a weapon, settled on a length of pipe that'd been severed from the wall. He snuck forward, holding the pipe high. Then he felt a sneeze coming on.

 _Keep your eyes open, you can't sneeze if your eyes are open._

He kept his eyes open.

Octavius turned around anyway.

"Ahh, Spider-Man. You weren't trying to sneak up on me, were you? Bob me on the head? Mmm? Not very superheroic of you."

"Otto. The tentacles are messing with your mind again."

The tentacles snapped at him, crackling like live wires right beside Spider-Man's head. "No, they've removed the scales from my eye. I can see clearly now."

"Will it be a bright, bright, bright, bright sun-shiny day? Can you see all obstacles in your way?" Peter chided himself for provoking Otto. He needed to be talking him down, like he had before. "Listen, Otto, artificial fusion isn't viable, you said so yourself! It'll take decades to fix!"

Octavius rose to his full, imposing, tentacle-assisted height. "This isn't about science, this is personal! This is justice!"

Peter's spider-sense barely gave him warning enough to avoid the tentacle that kicked at him. It plowed through a nest of pipes, which vented hot steam. Soon, it was just like a fogbank had filled the room. Spider-Man ignored the heat to hide, then flung the pipe end over end. Octavius caught it and neatly clipped it in half with a manipulator, then sent them into the steam to probe for Spider-Man.

"What sort of stunt was that, Spider-Man? I know you can throw harder than that! If this is some kind of trick, it's uncalled for! Don't hide in there like a craven coward. Come out and earn the dignity of a warrior's death!"

 _Yup, Ock's definitely lost the cards he needs to play with a full deck._

Spider-sense informed Peter that there was a tentacle groping toward his right foot. He lifted his knee up to his chest. Then felt another sneeze coming on. Ah… ah…

Ock zeroed in on the sound and yanked him out of the steam like a bad tooth. It happened fast as a rollercoaster drop. He was crashed against one wall, then the other, then jammed into the siphoned fusebox for a defibrillator shock. Octavius pulled him away when he screamed, adjusted his tentacles' hold on Peter's wrists and ankles, then shoved the webslinger back in. Peter saw his life flash before his eyes and the only thing he could think to think was _wow, this would make a great movie._

"Fight back, coward! Don't water down my victory by making it too easy!" He pulled Spider-Man out of his electrocution to let him dangle, spread-eagle, from metal claws. "You're putting up less of a fight than usual, Spider-Man. It's too much to hope for that you've finally conceded defeat to your betters. Perhaps this will prove an incentive."

Octavius's hands, his real hands, if such a distinction even mattered anymore, grabbed hold of Peter's mask and _pulled_. Peter felt every agonizing inch as the fabric inched upward.

"How could I forget that I must see your face before I blacken it to cinders. Who knows, you might even be someone I recognize. A celebrity, like Tony Stark."

"Nah, he's clearly not the hero-type." Peter aimed his spinnerets at Octavius's face, but no web came out.

With a disgusted snort, Doctor Octopus unmasked Spider-Man.

It was almost a relief. Ever since the Goblin, Peter'd agonized over the thought of a bad guy finding out who he was, who his friends were, who his family was. Now he didn't have to worry about that anymore. He could start worrying about a car bomb blowing up MJ or a sniper bullet finding Aunt May.

"Parker," Octavius drawled. "Peter Parker. So you thought you'd put on a ridiculous costume and fight crime."

"Not one of my better ideas," Peter shrugged. _May, MJ, everyone, forgive me_.

"That leaves only one question." Octavius pulled Peter taut so fast his arms and legs were almost ripped from their sockets. " **Where's the real Spider-Man?** "

 _He thinks I'm a fake. HethinksI'mafakehethinksI'mafakehethinksI'mafake!_ Peter would've done cartwheels if he weren't being torn apart. "Have you checked up the waterspout?" He had to struggle to keep the ecstasy out of his voice. _Go on, kill me. I'll take my loved ones' safety to my grave_.

Doctor Octopus looked inclined to take him up on that. "How dare you waste my time! Every hour could take Rosalie's killer further away! _I'll repay you that delay!_ "

Before he could carry out his threat, a supersonic blur smacked into the back of Octavius's head. Ock pitched forward. When he righted himself, his sunglasses were askew.

"I know his costume's no good, Doctor, but that's no reason to get blood on your pretty metal hands."

Billy club in hand, Peter's guardian devil stepped out of the shadows and swirling sulfur.


	5. Chapter 5

"Let him go," Daredevil said.

"He's all yours," Octavius replied affably. He flung Peter at the interloper.

Daredevil ducked to one side, pressing a stud on his club. A grappling line shot out and punched into the wall. This formed an elastic one-strand trampoline to catch Peter. The line stretched before depositing Peter safely on the ground.

Octavius growled and moved his pseudopods into towering attack formation. Peter could've sworn he saw Daredevil grin before ol' Hornhead hurled his billy club like a javelin. It ricocheted between tentacles, erecting a terrifying cacophony as Daredevil somersaulted over the one-man melee. He landed behind Octavius and rendered him unconscious with a nerve-pinch.

The tentacles broke their master's slumping fall. They lashed out wildly, but no less lethally. Daredevil was hit and flew back like he'd been fired from a cannon. He hit the wall with horrible frailty. After that sound, Peter would never take his fortitude for granted again.

The tentacles conferred with each other, staring inward like four corners of a square, then propelled Octavius's insensate body away. One gave Peter the finger as it left. Peter wouldn't have thought that was possible with three triangular digits, but it managed.

Peter helped Daredevil to his feet. "You alright?"

"I've had worse. Maybe you should leave this business to the professionals, kid."

"Maybe you should leave it to the superhumans."

"They don't set boot in the Kitchen. Too scared."

 _Note to self: show up in Hell's Kitchen, bug Hellboy here._

"I should go. I'm needed elsewhere."

"Somewhere there is a crime being committed?" Peter said in a pretty good Robocop voice, if he did say so himself.

"Yes, exactly. I only came here to meet the Spider."

"Why?" Peter asked. Daredevil looked at him. "I'm curious."

"The Kingpin's vulnerable. Sooner or later, someone'll be gunning for his throne. If it comes to a mob war, I won't be able to hold back the tide alone."

"You want a team-up?"

Daredevil glowered at him. Peter sneezed and unthinkingly used his retrieved mask as a handkerchief. _Ewww_. When he opened his eyes, Daredevil had disappeared into the shadows. "You might wanna leave," his disembodied voice said.

 _Huh?_ An explosive charge went off, blowing open a locked door, and SWAT troopers swarmed into the basement. A short one with a nametag that said 'Keating' aimed his MP5 at Peter.

"Don't move!"

Peter raised his arms, then realized that counted as moving. "Uh, sorry."

Keating shoved him to the ground and worked plasticuffs around his wrists. "Clear!"

A chorus of gruff voices sounded throughout the boiler room. "Clear!" " _Clear!_ " " **Clear!** "

Keating pulled Peter to his feet, handing him off to two SWAT troopers. "So, Spider-Man. All the boys down at the precinct say you're tough, but look at you. You're just a punk kid."

"That's not Spider-Man!" came a voice that out-gruffed the bulldoggish SWAT man. "That's Peter Parker, my good-for-nothing, fiancé-stealing, photograph-faking **ex-** employee!"

"Mr. Jameson!" Peter cried. He'd never thought he'd be so relieved to hear old flattop's voice. "Wait, photograph-faking?"

Jameson advanced mercilessly, Eddie Brock at his right hand. Smoke might as well have been coming out of his ears. Eddie's flashbulb blinded Peter. "All those pictures were of yourself, posing as Spider-Man!"

"I didn't…" Peter looked to Keating, who was looking back suspiciously, "mean any offense."

"Parker, YOU'RE FIRED! Get him out of here!" Jameson barked. His anger was so explosive that the SWAT troopers immediately began marching Peter toward the exit. "That's right, get him out of here! Only thing I hate more than a Spider-Man is a Spider-Man wannabe!" 

* * *

Peter was thrown out into the street, feeling oddly naked without his mask. Then that was thrown after him. He picked it up and quickly made his way to Mary-Jane's car. He threw himself into the backseat.

Mary-Jane started. "Is everything okay? Did you beat Doctor Octopus?"

"Not exactly..." 

* * *

Dr. Otto Octavius was coming in from the rain. A high-end clothing store, mostly deserted thanks to the inhospitable weather. His lab coat was closed over his chest, concealing his tentacles. Their claws dangled down near his feet, opening and closing slowly.

A tailor approached, a tape measure spooled around his neck more for effect than any actual measuring he needed to do.

"How may I help you sir?"

Octavius rubbed the hem of his coat between his fingers, which themselves were encased in bedraggled gloves. "I need your finest suit and I need it immediately. And some new gloves would be nice."

The tailor was used to dealing with these kind of people. Hobos who'd come into money and thought the clothes made the man. Best to humor them. "Well, there's a waiting list, but for an additional five hundred dollar fee..."

A tentacle reached out of Octavius's sleeve like a second hand, ending in front of the tailor's face. It writhed back and forth like a hypnotized cobra.

"I believe I said immediately, didn't I?"

Another tentacle flipped the OPEN sign on the store's door to CLOSED. 

* * *

Peter finished explaining the situation to Mary-Jane. "So now Jameson not only knows that I've been dating you, but he thinks I've been cheating him from day one."

They'd stopped at a red light behind a long row of cars. Peter had moved into the front seat and put on an old coat that Mary-Jane had intended to give to Goodwill. He hoped someone would use the old 'That's a nice coat… does it come in men's sizes?' line. Then he could honestly reply 'No, it doesn't.'

"It could be worse," Mary-Jane reasoned.

"Tomorrow I'm going to be embarrassed in New York's most widely-read newspaper. How could it be worse?"

"He could have believed you were Spider-Man."

"No chance of that. I put up such a bad performance thanks to this damn cold that... well, if you were there, _you_ wouldn't have believed I was Spider-Man." Peter slumped against the car door, his head on the cool glass. Outside, a bum held a sign predicting doomsday. "Otto beat me in about six seconds. I've never felt so... powerless."

"Peter, listen carefully. Are you listening?"

"Yeah."

"I'm here for you," Mary-Jane said.

At last, a tight-lipped smile broke out across his face. "How do you do that?"

"Be there for you?"

"No." He reached over to her. "Make everything seem better with just four words?"

"It's a gift... and a curse." 

* * *

The apartment Octavius had shared with Rosalie had long since been closed down, but there was an illegal sublet they liked to escape to – their summer home, as they called it - that Octavius could use as a base of operations.

His tentacles put up a painting of Da Vinci's Vitruvian Man, the inspiration for his exterior-nervous system, that Rosalie had once forced him to take down. He found it inspiring. She thought it was creepy.

Two of his tentacles held it, the third held a nail, the fourth used itself as a hammer. In short order the painting was hanging elegantly. Octavius used his hands as a 'portrait', making sure the painting was straight. His tentacles imitated the action. Satisfied, he sat back in an old easy chair.

"That so-called man without fear nearly defeated us today. Unacceptable. How can we get to a multimillionaire if we can't get past one measly little... yes. I like the way you think!"

Two tentacles began to supportively massage his shoulders as the fourth pulled a portrait of his wife off a table.

"Yes, I like that one. Put it next to the Da Vinci."

His tentacles turned on him, outraged.

"I don't care what you think, Rosalie comes first! This is all for her, all for her, do you hear me!"

The tentacles meekly cowered at his feet. Octavius had stood up in his rage. He sat back down, suddenly exhausted.

"You'll have to mature. Become men. You need... upgrades."


	6. Chapter 6

The next day, Peter walked up the stairs to his apartment as if to the tune of a dirge. As liberating as being Spider-Man was, it was escapism… and his regular clothes might as well have been weighted down with lead, they brought him down to Earth so well. He had actually gotten himself fired from his dead-end job. Connors would have more homework to assign him the next time he showed up in class, and now his attention would be split once more. Plus, there was always Mr. Ditkovich, his landlord…

Speak of the devil… or at least the devil's second cousin…

"Parker!" Ditkovich shrieked, despite the fact that he was now walking right next to Peter. "Your rent is late… again! One more time and you're evicted!

Peter pulled a tissue from his pocket and wiped his runny nose. "Yeah, plenty of people clamoring for prime real-estate like this."

"You keep your tongue on a leash, Parker! No sass, only money!"

Peter craned his head back, preparing for a sneeze. To Ditkovich, it looked as if he were nodding.

"Good! And no more of those weird experiments! I hate those smells, Parker! Especially before dinnertime!"

"Aah..." Peter said, huffing up again. It was gonna be a big one.

"Do you understand me?"

The sneeze died in Peter's nose. He spoke with that annoyingly clogged voice you always get when sneezes die before their time.

"Yeth thir."

"Good."

Ditkovich dealt with, Peter continued his long trudge up the stairs. He eased the door to his apartment open and his day brightened instantly. Mary-Jane Watson laid on his bed with her head tilted back, her chest up and out. Oozing sexuality from her flaming red hair all the way down to her manicured toes. And fast asleep

Peter grabbed one of the Vulture's razor feathers from the dresser and ran the tip over her body, bringing her out of dreamland. Mary-Jane uncorked an action figure she had been using as ironic teddy bear… ironic because it was one of those realistic-to-the-last-bloodstain movie monster statues Peter had been so into back in the 90s. "You don't get many girls up here, do you?"

"You're a pioneer," Peter assured her. "Although there was a certain blonde... and she brought cake."

"I would have brought milk."

"She gave me that too."

"If you love her so much, why don't you marry her?"

"Well, there's this certain redhead I know who would kill me..." He patted her hip. "Go back to sleep. I'm sorry I woke you."

He sat down in front of the TV, an old corker that went to static if you didn't have the rabbit ears exactly right. Sometimes he would adjust them with thin strings of webbing like a puppeteer, but he was in too lackadaisical a mood to bother now. As if he weren't screwing up enough, now he was waking up MJ for no reason. Maybe she wasn't getting enough sleep. Maybe he was denying her the first good night's sleep she'd had in ages. That was just what they needed.

Mary-Jane came in and, with a small smirk, fiddled the rabbit ears until the reception was coming through clear and true.

Peter turned off the TV.

"Still in your funk?" Mary-Jane asked him.

"It's not a funk."

"Here, brought you something that might help you feel better."

From her back pocket she brought out a folded-up newspaper, which she unfolded to give to him.

"Unless they brought back Calvin & Hobbes..." Peter muttered darkly.

"Page 5, wise guy."

With a dubious expression, he opened the newspaper to there. There was a photograph of Spider-Man climbing a billboard for a perfume, with Mary-Jane pictured on the billboard. Underneath the picture was a caption saying "New York's Newest Love Affair? Photo by Lance Bannon."

"You know I've publicly rescued you, what, three times? Someone could think I have a crush on you and… try… to… kidnap… you…" Peter trailed off.

"Yes, that would be horrible," Mary-Jane said lightly, sauntering down onto the armrest of his easy chair. Her butt brushed against his arm. "You can't live your life worrying about this stuff. It's noble, but after a point it's just… neurotic. Come on, focus on the positive, just try."

"Well," Peter planted an elbow on her leg, leaning onto her lower body. "I just discovered I could save a bunch of money on tissues by just using webbing."

"Ew," Mary-Jane said, slapping at him.

He fought her off, getting up out of the chair. She collapsed into his seat, hair flying around. She righted herself, brushing the red hair out of her face. She was lovely. Peter could've been blind and still seen that.

"Look, you caught me at a bad time. I need to go on patrol…" He glanced at the window.

"Take me with you."

"Pardon?"

Mary-Jane stood, pushing another errant lock of hair behind her ear. His breath quickened as she put her arms around him, linking over the small of his back and slowly forcing them together.

"Take. Me. With you," she said, her faces inches from his.

Peter reluctantly slipped out of her grip. Firmly, he shook his head and strode over to the window. "No way. Too dangerous."

"I'm not asking you to take me into battle or anything, just give me a ride." Affectionately, she snaked her arms around him from behind in an embrace. Hands unbuttoned the top two buttons of his shirt, exposing the neck of his costume. Her forefinger brushed the raised webbing at his throat. "Let me into your world for a change."

Peter looked back at her. She resolutely stuck her hands into her pockets. He sat down on the windowsill. They looked at each other.

God, she was beautiful. In so much more than just looks. Once, he'd seen her as an object, a fantasy, but now he'd gotten to know the real her. It wasn't something a lot of people did. Under the party girl act was someone who'd been there for him when no one else had. With a single kiss, she could put him at the top of the world. With a few words, she could turn his day around. It was like witchcraft. And it always left him wanting more.

He wanted to know everything she had to tell him, fill in all the blanks that had been there since before she came into his life. He didn't even know the color of her eyes, not off-hand…

Drawing closer to her, he looked into them. Green. The love of his life had green eyes.

Mary-Jane wanted to know about him too. Not just Spider-Man, not just Peter Parker, but both sides of him. It seemed too impossibly good, too breathtakingly lucky, to be true. But it was. He reached out to touch her, just to prove to himself once more that it was real. That they were real.

Naturally, they kissed.

She wanted to know him, just as much as he wanted to know her. Maybe more. He couldn't deny her that. Not now, not ever.

Mary-Jane sensed his agreement before they even broke apart, so it came as no surprise when he asked "You want me to web us together? For safety?

"Not until I have a ring around my finger," she replied smartly.

"Funny."

"I thought so."

In five minutes, giving Peter time to change and Mary-Jane time to find her scarf, they were on the roof. Peter ably hopped onto the ledge, easily balancing on the calf-high edge. Mary-Jane stood behind him, rubbing her hands over her arms.

"Suddenly I'm developing a fear of heights," she said after a quick glance down.

Peter held his hand out to her. "C'mon. Once you're off the ground, it's a blast."

She took his hand. His skin was usually so warm that the lukewarm, strangely textured fabric of the glove came as a bit of a shock. With him holding onto her, she felt safe stepping up onto the ledge. Tentatively, she wrapped her arms around his neck.

Spider-Man shot a webline out to a higher, neighboring building.

"Okay," Peter said, taking the webline in both hands, "hang on tight..." She squeezed. "Too tight! A little too tight!" he choked out. She eased off. "Okay. You ready?"

"As I'll ever be."

"Then here we go!"

With a slight hop, they were off the ledge and letting gravity take over. Mary-Jane screamed, first in terror, then into excitement as their fall turned into a slow arc. Spider-Man shot out another webline. This time they swung faster, angling a bit to set them on a new course. With Peter in the lead, they began an aerial ballet as they ascended higher and higher, swinging into Manhattan, where the skyscrapers lived. Soon, they were swinging among the pinnacles, the air appreciatively thinner than it was on the ground.

"You ready for the really fun part?"

Mary-Jane could tell he was grinning under his mask. She nodded breathlessly. As they swung by the face of a skyscraper, Spider-Man's feet lanced out and caught against the windows, running them faster. Just as they cleared the edge of the building, Peter let go. They were flung upward, Mary-Jane squeezing for all she was worth, Peter breaking away for just long enough to embrace her. One arm wrapped around her shoulders, clutching her to him harder than steel.

They skydived down, hundreds of feet passing them by in the blink of an eye. With his free hand, Spider-Man shot out a webline. They entered a new arc at breakneck speed, swinging just about the streetlights.

The rest was something of a blur to MJ. She had her face pressed to Peter's shoulder for the most of it, barely lifting her eyes to see where they were going. When she did, her eyes inevitably went round as saucers. Finally, at the end of a swing that seemed to go on forever, Peter let go of the line and landed them on the Chrysler Building. He set her down on one of the eagles, steadying her with his hands at her hips until she sat.

"There you are, ma'am. You want me to keep the meter running?"

Mary-Jane dizzily pulled her legs in and scrunched up against the wall, safely in the nook behind the eagle projection. "Peter, what is this place?"

He took off his mask and tucked it into his belt. "This? This is where I come to be alone. The service isn't anything to write home about, but it's not that crowded and the view is to die for." He gestured at the city's lights, laid out like a tableau of jewels.

Up here, the sirens and the car horns didn't travel. It was as serene as a temple at the top of the world.

"That's..." Mary-Jane held her hands to her mouth in mingled fear and amazement. Amazement won. "Wow. You see this kind of thing all the time?"

"Well, more often it's some freaky-deaky in a bad costume, but yeah.

"That is so... cool! How do you keep from just... just telling everyone how beautiful it is?"

Peter looked down, and not at the street. "I keep reminding myself of who would get hurt."

It was obviously a sore subject for Peter. He sat down in front of her, still crouched on the eagle. He patted its head.

"MJ, I'd like you to meet a friend of mine. This is Bruce. He doesn't look like much, but he's a real good listener. Regular Dr. Phil."

"He seems like the strong, silent type," Mary-Jane giggled, giddy from the night.

Peter took both her hands in his, thawing out her cold hands. Inexorably, he pulled her to him, her arms slowly extending… "So, how 'bout you? Could you picture yourself living someplace like this, only with air conditioning, Miss Big-Time Broadway Starlet?"

Mary-Jane let herself be pulled against him. "Depends on the company."

He laid back down on the eagle, pulling her down on top of him.

"We should've brought snacks. Could've had a picnic or something. Not much chance of ants getting to the food up here." Peter reached up to touch her face, then stopped to take his glove off. His bare fingers tingled over her cheek. "So, for lack of getting into any juicy gossip or politics, what are you thinking?"

Mary-Jane looked over Peter's shoulder at the cars far below, their headlights turning them into corpuscles of light in a vast concrete circulatory system. "Just how much I'd have liked to have someplace like this when I was little. Some place I could get away from it all. Whenever my parents would yell at each other, I could come here and pretend I was someone else. You know, instead of the closet… or the backyard."

"I... never knew you felt that way."

Mary-Jane got up, straddling him, holding her hands out for balance. "Don't worry about it. I'm all grown-up now. I've got my own apartment, far away from my parents, and I've got you."

She slipped. Peter's hand shot out in a blur and stabilized her. Graciously, she leaned down to bestow a kiss on his lips. His hands, holding her at the waist, traveled up his side as she teasingly kissed his nose, then his chin, before he caught her in another French kiss.

The hair on the back of his neck stood up. He grabbed her hand.

"Speaking of getting me, my spider-sense is tingling."

"Why, thank you."

"That means there's danger. I think we'd better skedaddle before we're officially a People Magazine cover couple."

"Whatever you say, cowboy."

Mary-Jane pulled his mask from the front of his belt and pulled it on him, smoothing it out before he showed her how it caught on his collar. He folded her up in an embrace, touching his forehead to hers, then rolled them off the eagle and into freefall. A moment later, a news helicopter shined a spotlight where they had been a moment ago. Nothing. It flew away.

Underneath, Peter stuck to the bottom of the eagle by his feet, holding Mary-Jane upside-down with him. They were locked in a kiss. Peter began descending on a webline upside-down, only with his legs wrapped around Mary-Jane to hold her steady.

He wouldn't squander this. He wouldn't let anything come between them. Nothing would take her from him. Nothing.

* * *

Oscorp kept warehouses around the city. Mostly in the warehouse district, although there were a few near train yards and ship docks. Warehouse 36 was supposedly for fertilizer reserves from Oscorp Agricultural. Night watchman Greg Hutchins didn't think it smelled much like fertilizer. Besides, didn't they store that shit in bags instead of crates?

Of course, as long as his paycheck didn't bounce, they could store fertilizer however they wanted. He walked the rows of crates, shining his flashlight around. Not because he really expected to see anything he hadn't seen a million times before, but maybe there was an interesting bug he could find.

He passed by two vertical pipes. As soon as he passed them, they came alive. Retracted to lower Octavius to the ground.

Greg didn't even know what was going on when his feet were lifted off the ground. He still didn't know when his flashlight fell to the floor and shattered like the cheap piece of plastic it was.

And if he didn't know then, he was never going to know.


	7. Chapter 7

Central Park was beautiful in the summer, especially that summer. Not too hot, obviously not cold, but just… right. People flying kites and it was right. People rowing boats in the lake and it was right. Mary-Jane Watson was holding Peter Parker's hand and it was right. They walked by Turtle Pond, walking on air.

"So anyway," Peter was saying, "the fat guy says 'Woo woo! I do have the proportional strength of a walrus! I do! And just like uncle told me to-I can engage in mass destruction! I am the Walrus!'"

"Sounds like he was in for… a hard day's night!" Mary-Jane commented.

Peter cleared his throat.

"C'mon, that was a good one!"

"Well, I'm more of an Elvis man myself, so I wouldn't know."

A mugger stepped in front of them, aiming a gun at Peter. "Your money or your life!"

The gun made a splash in Turtle Pond.

The Mugger put up his dukes.

"Alright, buddy, you wanna do things the hard way?"

The mugger made a bigger splash.

They continued on their walk.

"You suck!" the mugger yelled at them.

"Yeah, you're lucky it's not the East River, you hierophant!" Peter shouted back.

"Someone's been paying attention to their word-of-the-day calendar," Mary-Jane said.

The waning sun finally set and they stopped at a hot dog vendor who was just closing up. Peter looked mournfully at his wallet as he paid, prompting Mary-Jane to slip a twenty from her own billfold into his pocket when he wasn't looking.

"I'm gonna miss this," Peter said as he took a bite out of his dog. "Job hunt's gonna be kicking my ass soon and then I'll probably have to work retail. And with you on Broadway, when will I ever get to see you?"

"I promise wherever you work, I'll do all my shopping there."

"What if it's an…" Peter raised an eyebrow, " _adult_ store?"

"I'm actually really happy with my current adult store."

Peter sighed, already brought down from his bantering mood. "If only I had some way to get money..."

"You could always hit up J. Jonah Jameson for money."

"What, you mean a severance package?"

"No, I mean giving him photos in exchange for the rendering of goods or services."

"Why would Jameson take any photos from me? He thinks I 'stole his son's fiancé'."

"I'll have a talk with John."

"What? No, I can't ask you to do that."

"Hey, I owe him an explanation anyway. And you should stop by too. It's hard to hold a grudge against someone once you get to know them."

Peter flashed on Harry Osborn. "You'd be surprised… I'm terrible, aren't I? For days now you've been giving me this space, when you've gotta be curious about the whole… Spider-Man… thing."

"Nah, why would I be curious about my best friend being a superhero for as long as we've really known each other?"

"Really? Whew."

"That was sarcasm."

Peter rolled his eyes. "Damn. Alright, what do you want to know?"

* * *

In the study of Osborn manor, once more surrounded by his masked guardians… his guardians who _were_ masks… Harry sat in a high-backed leather chair. A tourniquet was around his arm. He held up a syringe, found a vein, and injected himself. Sighed with relief. The phone rang and he dreamily answered it.

"Harry Osborn."

The voice coming over the line was as smooth as it was familiar. "It's Kingsley."

Harry smirked. "What can I do for you?"

"I've been going over your father's designs for the Next-Gen Soldier concept…"

"The board abandoned that concept years ago," Harry said as he loosened his tourniquet.

"Yes, but I think it shows a lot of potential. The glider alone is revolutionary in terms of territorial coverage by a lesser number of soldiers."

"What are you saying? You want to reopen the research? The government bid was already won by Stark Enterprises; we would be sending money down the drain."

"Harry, we can't let this die. It's too brilliant. It's our duty to follow…"

Harry curtly pulled his sleeve down over the track marks on his arm. "Listen, Mr. Kingsley, I'm rather busy at the moment. Could we talk about this later?"

"Certainly. I have my own business to attend to."

* * *

"A spider bit you? Really?" Mary-Jane giggled and Peter wiped a spot of mustard from her cheek.

"Well, it was a pretty big spider… why, what were you expecting?"

"I don't know, you were chosen by a giant spider god or something."

"You have an overdeveloped imagination, you know that?"

"Yeah."

She grew serious, picking at a napkin. Fingers picking it apart into little paper shrapnel, letting them drop to the bench they were sitting on like confetti. Peter slurped his slushee extra loud to pull her out of her funk, but she only looked up at him when she was damn well ready.

"I really hate to put a damper on all this fun we're having… especially considering the week I… we've had… but can I ask a personal question?"

"You've got me," Peter said somberly. "I am Spider-Man."

"I'm serious!"

"Sorry, sorry. Kneejerk reaction to bald-faced emotional intimacy. Won't happen again."

"What happened after the bridge?"

Peter suddenly lost his appetite. He pitched his drink into a trash can and thought about it. His mind felt like a train just taking off… unfathomably slow, but picking up undeniable and irrevocable speed.

"After the Green Goblin threw me off the bridge. What happened between you two?"

"Well... Jesus, I never thought you'd ask that." Peter looked away, hedging. "I'd kinda forgotten."

"Peter, please. I need to know."

Peter took her hands in both of his, stopping her from further eviscerating the napkin. She met his eyes. His gaze was constant.

"He dragged me behind his glider to the shore. Threw me into an abandoned building, not much more than ruins. We fought. It seemed like hours. Nothing I did slowed him down."

He grew distant, as if lost in the memories. Mary-Jane could almost hear a familiar cackle in the background.

"He was like a man possessed... and maybe he was. Finally, he cornered me. He was just about to kill me when he threatened you, MJ. And for some reason, that was the last straw. I got the upper hand, beat him within an inch of his life. But then he took his helmet off and... it was Norman Osborn."

Peter stopped as the recollection forced its way to the surface. The adrenaline rush stopping cold, the face of Norman Osborn… and with it, suddenly the awareness of his own great weariness, the taste of his own blood in his mouth, the ache that covered his entire bruised body. He'd been so tired…

"All along, that's who it'd been. The man I thought I could trust. He tried to trick me and I said no. Then his glider attacked me from behind. I dodged it, but he got distracted and he... it didn't collide with him so much as it went through him. Like a pin sticking a butterfly to the wall."

Norman suddenly shrinking. His armor grinding down to nothing, burning out. His glider's mournful gasp as it ran out of gas, long before Peter was ready to move. The helmet lying on the ground, forever laughing, no longer a mask, but still a face…

"And he was just... hanging there, looking at me, his limbs... shaking, and we both knew he was dying. And he knew that it was his own fault. Every bit of it. He seemed to _drain_. Like all the hatred had gone out of him and he had nothing left. Nothing except his love for his son, as small and as twisted as it was. 'Don't tell Harry.' Those were his last words. Then he died and it was all so... meaningless, I remember thinking that. I don't know why he did it, what came over him. But I knew Harry didn't deserve the pain of knowing his father was the Green Goblin. I took his equipment, smashed it to bits and threw the pieces out to sea. Then I took him back to his house, set him down. Harry found me... he took things the wrong way. And he's hated me ever since."

Harry's expression, so lost, so hurt… thankfully not mirrored in Mary-Jane's face. She was, if not understanding, sympathetic.

"It couldn't have happened any other way," Peter said, more to himself than her. "It was me or him. He had the decision to give up, to do the right thing at any time and he never took it. I got over my guilt a long time ago."

"I'm glad. He doesn't deserve your guilt. He doesn't deserve anything from you."

Her voice was so harsh it took him by surprise. He looked straight at her and found her gaze unwavering. It felt bad to have his own unregretful words thrown back at him. Dirty.

"Mary-Jane..."

She was near tears. "You act like he was some kind of great man who got led astray or something. But I didn't know that man. He hated me. He thought I wasn't good enough for his son and then he kidnapped me. He tried to kill me. I'm glad he's dead, because now I know he won't ever come after me again. Do you know how big a relief that is? Do you know how many nightmares I've had, how many psychologists I've been to? But don't worry, I didn't know about your precious secret identity, so I couldn't very well have told anyone. And weeks later, when I finally screw up the courage to reach out to you, you say we should just be friends. Just be friends. I needed you, Peter, and..."

He leaned over, kissed her not because he loved her, though he did, and not because it felt good, though it did, but because he needed more than words to convince her that he was there _now_. And he would never leave her again.

"And I wasn't there," Peter said. "I know. A lot of times I'm not there.

"I swing down Park Avenue, some guy is street pizza because I wasn't there thirty seconds ago. Police shootout, eight hostages dead in the crossfire, I wasn't there. Bomb threat, library, goes off, three people trapped inside. One died after seventeen minutes of being buried alive. Because I can't be everywhere. Because I can't be Spider-Man all the time. Do you know why? Even if the world doesn't need Peter Parker, I do. And the people I love do. And I wish I could have always been there to be everything you needed, but I wasn't. Sometimes I don't know what you need. You've gotta believe that I thought you would be better off without me.

"It killed me inside to walk away from you. I'd rather die than go through that again. And trying to stay away from you, it was like I was being crushed. Like there was this weight and it was always getting heavier. But I want… _wanted_ … to do what was best for you, even if I didn't like it. I'm sorry it wasn't the right thing, or that it became the wrong thing. But I'm here, now, for you. And I won't let anything happen to you again."

"How can you be so sure?"

"Because if anyone tries it, they won't just answer to Spider-Man. They'll have to deal with Peter Parker."

She kissed him. This time it had nothing to do with conviction or promise-keeping, just them.

"Just so you know, I don't normally do tearful confessions on a first date. Lessens my mystery."

"C'mon, MJ. You know I'll never solve you."

"Peter Parker, I—" Just as she opened her mouth a strange whistling sound filled the air.

Peter turned towards its source. _Something_ was flying across the sky, blotting out stars. And it seemed to be getting closer…

"Peter," Mary-Jane started to say, just as a smaller object detached from the larger and flew toward them.

Peter's face twisted into fear. He pushed Mary-Jane out of the way. The object, a small artificial pumpkin with a fuse for a stem, landed and exploded. The shockwave blew Peter back, shotgunning him into a tree. He hit, fell, landed. His clothes were tattered. Beneath them, the spider-suit was partially revealed.

"What's the matter, Spider-Man?" the Goblin asked from his flying perch. "You look like you just saw a ghost."

With an insane cackle, his glider passed over Peter and shot down a cable. It wrapped around Peter, lassoing him. Peter had time for one last glance at Mary-Jane – safe and unhurt, thank God – before he was yanked into the air. They flew towards city limits. The Goblin looked over his shoulder at Peter, still laughing madly.

"Well… boo!"

Peter struggled against his bonds, but they were hard as steel. "Weren't you arguing with a wall last time I saw you, Gobby?"

"You must have mistaken me for someone else. I'm the Hobgoblin. **The Hobgoblin!** " he cried to pedestrians as he buzzed them, Peter having to run along the ground to keep from becoming street pizza. He prayed that at that speed, no one would get a good look at his face. Hobgoblin pulled up, jerking Peter off his feet. "I never thought it'd be so easy."

Peter's eyes narrowed. "It's never easy."

He shot a webline at a passing building. It snagged and caused the glider to turn at an arc like a tetherball. The Hobgoblin was suddenly headed right toward the side of a building. He bounced off, cracking the concrete, and went into a tailspin.

Peter followed the same course, but he was ready. He kicked off his shoes and bent his legs to hit the wall, then stuck his feet to the building. When the Hobgoblin fell, he bent nearly double and let the lasso slip off his upper body. With it gone, he quickly ripped off his shredded clothing. Then his mask was on and he was ready for anything, everything.

The building they'd hit was the last brownstone before a small farming community on the outskirts of New York. The Hobgoblin recovered a few meters over the ground, which were rows and rows of wheat stalks as far as the eye could see. Spider-Man coiled his legs and lunged for the Hobgoblin, but the glider strafed out of the way and Spider-Man hit the ground in a roll, coming up just as the Hobgoblin threw another object at him and flew away. This was no pumpkin, but instead a squat, round goblin grenade.

It split along the seams like an orange being peeled, each skin becoming a hovering Razor-Bat. They buzzed like some form of horrible mechanical bees.

The Razor-Bats chainsawed through the tall wheat as Spider-Man ran for his life. Nothing to swing off of, nowhere to hide. As if that wasn't enough, his vision was hampered by the crops. He has to rely on his spider-sense to dodge the Razor-Bats.

The Hobgoblin circled like a vulture as Spider-Man pushed aside wheat and the Razor-Bats sliced through it like an army of scythe-wielding reapers, sending chaff high into the air. His hooded head shifted to look at a line of wheat-threshers advancing down the fields. The man on the glider thought that was funny as hell.

Ignoring the revelry of his attacker, Spider-Man dodged out of the way of a swooping Razor-Bat, chopping it on the top of the large battery pack in the middle as it passed. It was knocked down, but quickly rose and continued to attack. _Damnit._

Finally, some luck. Spider-Man ran into a sloppy scarecrow with overalls, a pillow sack head, and a straw hat. As the Razor-Bats closed in, Spider-Man ripped it out of the ground and brandished it at them like a lion-tamer using a chair. After a moment of confused calculation, they advanced anyway. Spider-Man swung the scarecrow, post and all, like it weighted no more than a walking stick. The Razor-Bats were knocked around. One by one they became embedded in the wood. And began gnawing their way out, just as the threshers descended on Spider-Man. Five feet and closing.

"If it's not one thing, it's another," Spider-Man groused.

Without hesitation, he threw the scarecrow into the nearest thresher. It was reduced to splinters along with the Razor-Bats. As he saw his toys ruined, the Hobgoblin cursed and jetted off.

"We'll meet again, Spider-Man!"

"Sooner than you think," Peter replied under his breath.

He broke out at a sprint, going so fast that just the wind of his passage knocked crops aside. He jumped toward the Hobgoblin, who banked to the side. Spider-Man shot a webline out and swung off a grain silo to deliver a kick to the escaping supervillain.

That was the plan, anyway.

The Hobgoblin slapped Spider-Man away, sending him flying back and through the wall of the grain silo. Laughing insanely, the Hobgoblin pulled out a pumpkin bomb, armed it, and threw it at the top of the silo.

Spider-Man landed on the floor just as the explosion ripped through the roof of the silo. Literally tons of grain descended on Spider-Man, who put his hands behind his back and quickly constructed a dome of webbing, pulling it over him seconds before the grain landed.

Outside, the Hobgoblin looked down the wrecked silo to the pile of grain that had buried Spider-Man.

"I believe that concludes our business," he said before accelerating into the empty sky.

* * *

Once, in their rosier years of courtship, Rosalie had dragged him to the theater. Octavius had never had much use for cinema. The dreary theatrics and soggy melodrama couldn't compare to the thrill of discovery, or the company of his Rosalie (he'd never understand why sitting in the dark, expected by decorum to keep silent, was considered to be an activity for two). Deliberately prodding him, she'd selected a Hong Kong action movie despite his distaste for violence. He'd enjoyed it. There was melodrama in equal part to the action, so at least the violence had context instead of just mindless gratuitousness. One scene stuck out at him, disturbing him right down to his deep-seated memory.

The hero, wounded, had taken a break from his estranged relationship with the villain and his reluctant wooing of the heroine to stitch up his cuts. The camera had lingered on a thin scarlet line across his arm as he poked needle and thread through it, again and again, lacerating himself. It was standard action movie hokum, but the self-destruction of that act, coupled with its regenerative nature, had shook Otto. He'd been quiet after that, with even Rosalie noting it, although she'd attributed it to squeamishness. Afterwards, he'd entirely forgotten the strange interlude.

In the fugue state, the psychotic haze from which his once-brilliant mind couldn't seem to unshackle himself, that memory and a poem burned brightest. His body moved like an automaton with detailed orders, eyes and hands and tentacles focused on the third of his children, laid out on the table before him. Old tools and machinery were brought to bear, operating on it. And the genius intellect of Otto Octavius sprouted a phrase appropriate for the occasion of rebirth.

"The woods are lovely, dark, and deep/But I have promises to keep/And miles to go before I sleep…"

All of Octavius's limbs moved away as his child rose off the table. Its claws retracted and a nozzle extended from its palm. Flames shot out, heating Octavius's skin in more ways than one. Octavius laughed and clapped his hands like a proud parent should.

The first tentacle he'd modified said something, its pincers sparking with electricity. Octavius nodded, then looked down at two more objects on the table. A buzz-saw and a minigun.

"Miles to go before I sleep..." he said to himself as he cracked his knuckles and reached for his tools once more.


	8. Chapter 8

Peter was in so much pain that he came into Mary-Jane's apartment through the door instead of the window. He just wasn't up to web-swinging or wall-crawling; after he'd dug his way out of the wheat Hobgoblin had buried him in, he'd called a cab. The cabbie had given him a weird stare as well, with Peter dressed as he was in overalls and a flannel jacket stolen from the nearest scarecrow. He was still coughing up wheat. Luckily, he'd thought to stow his valuables in a web-satchel before changing into costume. So he had the pleasure of opening his wallet and handing over the last of his bills to the cabbie, who had spent the entire trip serenading him with how Clark Kent and Lois Lane's marriage was destroying the Superman comics.

Inside at last, Peter sagged and tried to steel himself before Mary-Jane saw him like-

"Peter!"

Too late.

She ran up to him, fingernails bitten down to the nub. It was a bad habit he'd thought she'd conquered, but then when was the last time he'd been abducted right in front of her?

"Are you okay?"

"Well, most of me is fine, but he did kick my ass."

She guided him to an easy chair and set him down on it, then picked up a first-aid kit from the coffee table. So she'd been waiting for him. Thankfully he'd gotten home before she lost too much sleep over him. Peter was pretty sure she had an audition sometime that week. He winced as she touched iodine to a Razor-Bat cut.

"Shouldn't you give me a bullet to bite on? Ouch!"

Mary-Jane stuck a Band-Aid to a nick on his shoulder. "Yeah, well, usually my patients are too inebriated to complain. It happens when your father's been in as many bar brawls as mine has. You know I once thought of being a nurse?"

"And the medical world was sorry to lose a prospect with your bedside manner."

She examined his chin.

"Hmm, a smart mouth. It'll have to come off."

She kissed him. His eyes went wide when she dabbed more iodine on him while he was distracted.

"Okay, that was just below the belt!"

"Peter, you've never seen me go below the belt. What'd he do to you, anyway?"

"Oh, nothing. He just had a few flying metal things that were very sharp." Peter counted off on his fingers, with their bruised knuckles. "And some explosives. And the bright idea of burying me alive in wheat."

"Wheat? Guess you don't want sandwiches for supper?"

"No. Not hungry." He stood. "Where do you keep the Advil?"

"I don't, but there's some Tylenol in the bathroom. And some Maalox if you need it."

Peter laughed so dry it made the Mojave Desert look wet and went to the bathroom. Dry-swallowing pills, he collapsed into the bathtub. His arms made for pretty comfortable pillows, when his head wasn't resting on a bruise. After a few moment, Mary-Jane followed him in. She sat on the closed lid of the toilet and petted his hair, careful not to press too firmly in case she accidentally caused him pain.

"You know, I don't mind the whole 'chucking bombs at me' thing. I'm used to it. But that maniac ruined my best clothes."

"You got all dressed up for me? And here I thought you didn't care."

Peter would not have his spirits lightened. "Tomorrow I'm going to pay Harry a visit."

Mary-Jane bit her lip. "You think he's that… thing?"

"The apple doesn't fall far from the tree."

"How can you say that about your best friend?" Mary-Jane asked, although inside she was mulling the possibility over herself. Even before they'd broken up, Harry had had his problems.

His relationship with his father had been so complicated, Harry so eager to please Norman and yet so desperate to assert his independence at the same time. Almost hating the man whose favor he desperately wanted to earn. Harry would do anything for a compliment he would just throw back in his father's face. But then, Mary-Jane knew what it was like to have a father like that.

 _You're so lucky, Peter. You live in a world where a parent's love was a right, not something to be earned_.

Still, Harry had been a good friend. Someone she almost could've built a life with if events hadn't driven them apart. And if Peter hadn't come along to show her that she didn't have to settle for men who 'only' yelled at her some of the time.

"I think maybe you should give him the benefit of the doubt."

"Fine," Peter said morosely, miserably. "I'll give him a chance to explain why he tried to kill the two of us before I hand him over to the police gagged with his own tie."

"You know, you oughta watch that mean streak of yours. It could get you into trouble someday."

"Yes ma'am. Thanks for the check-up, Nurse Ratchet, but I have to get home. "

"You could always… stay the night?" Mary-Jane suggested.

Peter processed that for a shocked beat, eyebrows raised, before he agreed with a curt nod. He kissed her hand, the frayed fingers of his glove bringing it to his lips.

"You go on ahead. I need a shower."

"I'll leave the door open so you know which room it is," she said with a casualness she didn't feel. Her heart pounding in her chest, she gave his hair one last soulful caress and then left the bathroom. The door shut behind her with what could almost be called a chime.

Peter flattened in the bathtub, opening the faucet and letting the water pour down directly onto his dirty clothes. When he was revitalized enough, he got up and stripped off his wetted clothes. The farm clothes were, no pun intended, a wash. He dropped them in the trash. The spider-suit he hung over the shower bar. It'd take some stitches, but it could be mended. Then he picked at random from one of the dozen shampoo bottles Mary-Jane had and scrubbed himself off.

Mary-Jane had just asked him to spend the night. Didn't about ten billion schoolboy fantasies start off this way? Or, ironically enough, with him saving her from some dire fate (which he'd done half a dozen times and yet he was still parked at first base. Parker luck struck again). Peter felt an all-too-familiar tingle in his crotch and reminded himself not to get his hopes, or anything else, up. Nevertheless, he sudsed himself up and rinsed off twice. Then he toweled himself dry and put on the bottom half of his costume, which wasn't _excessively_ disgusting.

There was a room in Mary-Jane's (repulsively clean and large and well-furnished) apartment with an open door. He stepped through it, careful not to make any sound. After all his time as Spider-Man, that was rather easy. There was no light, but his spider-sense kept him from banging into anything. With slow, cautious steps he bumped into the side of the bed. Then he felt out the sheets and gingerly pulled them back. There was a presence under them, something warm and breathing that smelled of Mary-Jane. Careful not to disturb her in any way, Peter ventured onto the mattress and pulled the bedsheet over him.

His hands were sweating. He wiped them on his pants and, with a sudden thrill, felt Mary-Jane's breath hit his chest. No way to tell if she was awake, or asleep, or in the same terrible suspense he was in. The hairs on the back of his neck stood up. Feeling as though he were nearing some incredible boundary, Peter reached out to her.

She snored.

Chastened, Peter set his head down on the pillow and hugged his arms against himself.

"Good night, Mary-Jane," he said quietly, and let his body admit all of its aches and twinges as he drifted off to sleep.

* * *

He woke the next morning feeling oddly refreshed. It was a shock when he glanced at the clock and saw the hour. Panic took over before he remembered. It was summer, so no classes, and he didn't have work, so he couldn't be late for that. He was feeling so good, he actually felt like exercising. That radioactive spider (as he liked to think of it, with radioactive in that case standing for "I don't know, maybe some kind of virus-like entity transmitted through the venom of a genetically-engineered spider that gave me some great power to go with that great responsibility everyone keeps talking about?") had endowed his system with one hell of a metabolism, but the right exercises worked out the muscle areas that web-swinging and crime-fighting didn't. After a few moments of yawning and stretching, he got started. Hanging from the ceiling by an arm and a leg, he started doing a peculiarly arachnid motion.

After a few minutes of that, he felt his body had had enough. He dropped back down to the floor, landing in front of Mary-Jane. She was startled, but not surprised. Perkily, she set a clothes basket down on the bed.

"I'm gonna need your pants."

"So that really _is_ what she said."

"To go with your shirt." Mary-Jane dragged up his top from the basket. "Wouldn't it feel weird to have dirty pants and a clean shirt?"

"I guess. You've got-"

"Something else for you to wear?"

Under her arm were a folded set of jeans, a long-sleeved tee, and ( _Parker luck_ ) a pair of clean undies. He took them graciously.

"I stopped by your apartment. Your super's kinda…"

Peter nodded. "Yes, very."

Mary-Jane was already headed out the door. "I've got bacon on the skillet if you're hungry."

Peter sniffed the air. "Well, now I am. You have any Lucky Charms?"

"Yeah."

"Yum."

She left and Peter stripped off his pants, creased and worn from both the battle and being slept in.

Mary-Jane poked her head back into the bedroom. "Remember to go see Harry."

Peter wasn't _hiding_ behind the bedpost, it just happened to _be_ there. "It had slipped my mind, actually. But yes, I suppose it would be good to confront him on the possibility of being a psychotic arch-villain."

Minutes later, they were eating breakfast. Peter had no idea where Mary-Jane got her energy.

"So, you let me sleep in?"

"You looked too cute to wake up."

"I guess it comes from getting used to a sleeping place without any lumps or roaches."

She flounced over to the oven and bit off half of a stick of bacon. "I'll call John for you."

"What for?"

"We're going to have dinner with him, remember?"

"But… honey… goblin…"

"Then I suggest you get that cleared up," Mary-Jane admonished. "Oh, your costume's in the washing machine. But… the dryer's broken."

And so it was that Peter found himself ironing out his costume, which MJ had taken the liberty of sewing up with her boundless morning-person energy. Mary-Jane paced nearby, scanning through and through a script.

"Is something wrong?"

"What could be wrong?"

Peter smiled to hide his concern. "It's just that you're usually not this keyed up unless you're trying to hide something."

"Just had that dream again, with the falling and the totally unimportant."

"Falling?"

"Like at the bridge… or the reactor. I've been having them since Ock… anyway, it's not either of them, it's just this… black." MJ turned away from him. "Sometimes I wish I could hit bottom, just so I could stop falling."

Peter put his arms on her shoulders. "You know I'll catch you."

If that consoled her, she didn't show it. She gathered up her script and went into the other room, a cue to 'keep your distance' so blunt even Peter could read it. He went back to ironing before a repeat of that unfortunate incident with his _first_ costume could occur.

He came to the mask and wrung it out like a washcloth. Then held it up to the light. Not a single stain from last night.

"For once, I'm hoping that nobody has to see you."

* * *

Armored by the clean costume under his clothes, even as he felt dirtier and wearier than ever, Peter was looking up at the massive Oscorp skyscraper an hour later. Somewhere up in those heights, Harry was waiting for him. Either a disenfranchised friend or a new enemy. One that had endangered Mary-Jane in his attack.

Fist clenched, Peter crossed the street. A car nearly hit him, but he didn't break his stride. Behind him, the car stopped in the middle of the street and a man in a dark overcoat got out. The man watched Peter carefully as he entered the building.

An arm snaked out from underneath the overcoat and slammed the car door, not with a hand, but with a metal claw attached to a long tentacle…


	9. Chapter 9

The doorman had standing orders to send Peter Parker straight up. Harry's duties were rare and his activities few. The noise of Peter's arrival sent a nearly orgasmic thrill through him. _At last_.

He sat at his desk, feet up, sipping a cocktail, and feeling stupendously satisfied with himself. To himself, Harry counted floors. Almost heard the elevator chime its arrival. Felt the footsteps under his feet. The doors opening before him. And finally, Peter entered his presence.

"Hello Harry," Peter said, uncomfortable, but determined.

"I've been expecting you, Pete."

"Get up, Harry."

"Or should I say Spider-Man?"

Peter had been advancing on him steadily. Now he slammed a fist down on Harry's desk. "What do you know about it?"

"Know about what?" He gestured to a chair, "sit down. Take a load off."

Peter walked over to the chair, but didn't sit. "What are you up to, Harry?"

"I've been expecting you for a few days now. You know, to explain exactly why you killed my father. Until I found out for myself."

He pressed a button. Peter turned to the mirror to see his reflection vanish and the portal to a ruined lair appear where it had been.

"You didn't kill my father," Harry said. "You killed the Green Goblin. Game of pool?"

"Maybe later," Peter said numbly. "What do you know about the Hobgoblin?"

"Hobgoblin?" Harry shook his head. "My father's dead…"

"I saw him last night. Or someone wearing his stuff. You're in Oscorp, you tell me… were there any back-ups of his gear?"

Again, Harry shook his head, more firmly… any harder and his head would come unhinged. "I destroyed it all. Can you imagine the embarrassment this company would go through… and my father covered his tracks too. Most of the files on the project were shredded. There could be additional prototypes out there."

"Where are they and who had access to them?"

"No one. They were boxed up after the project was canceled… packed away."

"Where?"

"Oscorp warehouses… all over the city." Harry smiled, not quite sober. "The same ones getting robbed. My father's work has been picked apart by grave robbers. How d'ya like that?"

"Harry." Peter's voice was slackening off, weakening. "Could we just take five minutes?"

"To do what, Pete?"

"I'm sorry about your father, Harry."

"I'm sorry too. I'm sorry he was a mass murderer. I'm sorry you had to kill him. I'm sorry you thought I needed to be protected like some… little… girl!" Harry jammed his fingers into his temples, as if trying to ward off a migraine.

"Harry, whatever it is, don't bottle it up. Trust me, if you don't deal with these things…"

"I am," Harry said. "I'm going to lay my father's legacy to rest once and for all. This new Goblin? Help me destroy him. Please."

"I'll do what I can, of course…"

Harry nodded. "You're a good friend. The police found a dead body at one of the robberies. Arnold Donovan. My people can't turn up anything on him. Maybe you can. There's a new executive at Oscorp, his name's Kingsley, and I think he may be-"

The lights went dead. The computer screen blipped to dark and in the distance could be heard the sound of the elevators winding down.

"Blackout?" Harry asked.

Peter's Spider-Sense went off. Like a spider in an all-encompassing web, he felt a tingle at the outer reaches of perception… down a flight of stairs, through a maintenance door to a metal fuse box crushed like a milk carton. Danger!

The floor caved in. With the reflexes of the quickest spider, Peter jumped to the side and grabbed hold of the wall. Harry wasn't as fortunate. He fell… right into the grasp of a tentacle. It caught him by the foot. Harry hung upside-down in an office with only one exit, a door down a long and narrow hallway. He gazed achingly at that shut door.

The tentacle reeled him in until he was dangling in front of Octavius, who had dressed himself in the finest Armani. White suit, yellow tie, and a green overcoat with a split in the back for his tentacles. Harry felt faint, but at least his killer had good taste in clothes. Killer… Not that it would come to that, he felt sure…

"You know, Osborn," Octavius said conversationally, his hands politely folded together. "I should have known you wouldn't finish the job. But that's not why I'm going to kill you. I'm going to kill you because of what you did to Rosalie."

"Octavius, what are you babbling about?"

"Babble? _Babble_!?" Octavius tightened the tentacle that was clawing Harry's leg. "You gave me impure tritium! You cut corners… I hope the money you saved was worth it, because now it's going to cost you your life!

Harry laughed.

"Quiet!"

Harry was beat against the wall like a bag of potatoes. Bruised, he swung back and forth from the impact. "Before you kill me… there's something you should know."

"Really? And what's that?"

"I'm expecting company."

Spider-Man swung into Octavius on a webline. The kick jarred Harry out of Octavius's grasp and sent the mad doctor flying through a partition, which his tentacles reduced to timber before their master could hit it. Octavius hit the ground rolling, a tight roll that his tentacles lifted him out of into an aggressive four-limbed posture.

"Well, well, if it isn't the wallcrawler!"

"Personally, I prefer webslinger." Spider-Man shoved Harry toward the door and braced himself for a fight.

"No need to be so mindlessly hostile," Octavius said, dismissing Peter's combative stance with a wave of his hand. "I was wrong about you before, Spidey, may I call you Spidey? You're so familiar to me… something about you, right on the tip of my tongue… I'd like to get inside that head of yours."

 _Well, he's forgotten I'm Peter Parker…_ Spider-Man thought. _And, apparently, how not to be a raving loony. Destroying the reactor must've really knocked him for a loop._

Octavius sat down, his tentacles pulling a chair under him. "I won't waste your time with foolish humility. I am quite possibly the most brilliant mind of our time. Not Hawkings, not Einstein, not Richards, me. Otto Octavius. And do you know why? Because I wanted it. I wanted to be the best, the smartest, the greatest. I refused to settle for anything else. And yet you settle for this... mediocre life, helping these mediocre people. I'll admit it, some day I'll be surpassed. It is inevitable. All records must be broken. But! I can hope that the man who replaces me is not just intelligent, but wise. Wise in the ways of the world. I can tell you're a young man and I only want to help you."

Harry was creeping toward the door on all fours, trying to keep as silent as possible. _All I can do is distract Ock long enough for Harry to get clear or for help to arrive… like the Fifth Armored Division._ "If you want to help me, why don't you dismantle those freaky tentacles and turn yourself over to the police?"

The tentacles snapped indignantly. Octavius took a moment to mentally calm them, opening his eyes to once more smile benevolently at Spider-Man.

"I'll let that one slide for now. Tell me, Spider-Man, before you rush to judgment… where ever did the Green Goblin get off to? Did he take a cruise? Decide to retire to Florida?"

Spider-Man was, for once, quiet.

"It wasn't my fault," he said at last.

Octavius nodded sympathetically. One tentacle placed itself around Spider-Man's shoulders like a supportive arm. "Of course not. That's your only problem. You care too much."

The other three tentacles lifted Octavius up, chair and all, so that he was face to face with Spider-Man.

"This is a great reason to have you on as a partner. Your naiveté amuses me! It would be perfection disabusing you of your misguided notions of justice. I have... a proposition."

A tentacle shot out, grabbing Harry just before he got to the door. It dragged him back to lie between the two superhumans. "Help me get rid of our mutual friend here. He's as big a thorn in your side as he is in mine. Together, we can cause him considerable agony. Enough for him to give up his father's Swiss bank accounts for the pain to end… permanently."

Harry's eyes darted back and forth from Octavius to Spider-Man and back. Spider-Man looked up, lenses to sunglasses. He brushed the tentacle off his shoulder.

"No deal, Ock."

"I thought you were smarter than this!" Octavius cried, aghast and offended. "For God's sake, he tried to have you killed!"

"Yeah, by you!"

"A deal I will now honor!"

One of Octavius's tentacles lashed out, swatting Spider-Man backwards. He made an imprint on the wall upon collision, falling weakly to the floor in a crumpled heap. His hand stuck out, and reflexively curled into fighting position. A glob of sticky webbing shot out to splatter on Octavius's sunglasses.

Harry made a break for it, running back into the hallway that led to the exit. Tentacles flailed around Octavius, reducing the walls and floor to rubble. The roof caved in, debris nearly pegging Harry, one falling ceiling beam cutting across his shoulder.

Recovering from the hit, Spider-Man jumped between the whipping tentacles to land beside Octavius. He threw a punch that knocked Octavius into the fallen ceiling beam, snapping it in two. More ceiling tiles and electric wiring fell, temporarily putting a halt to the offensive. Octavius took the opportunity to easily pull the webbing off his glasses. He lunged all of his tentacles at Spider-Man, who leapt up and clung to the ceiling as the tentacles tunneled through the wall under him.

"Trick me once, shame on you…" Octavius shook the no-longer-sticky webbing like a conquering hero. "I've added a non-stick formula to my glasses. You won't be able to blind me again!"

"Did you add a non-punch formula to your face? Because otherwise, you're still going down!"

As Spider-Man boasted, one of the tentacles snuck up on him and wrapped around his leg. Octavius grinned as the tentacle immediately pulled Spidey down and smashed him against the floor.

"Think about who you're protecting, Spider-Man! A murderer! A man who gave me impure Tritium, endangering countless thousands!

He tried to smash Spider-Man again, but Spider-Man shot out weblines to the walls and caught himself.

"Then go to the police. Prove it in a court of law, expose him for the whole world to see. Don't take the law into your own hands!"

Octavius's other three tentacles cut Spider-Man's weblines and wrapped around him, squeezing him like four anacondas choking a single prey.

"Fancy words from a vigilante. You leave me no choice. I didn't want to hurt you. I'm not a murderer like your friend."

"No," Spider-Man gasped out. "You're just a regular guy who happens to be controlled by robot tentacles that want him to kill the boss."

Octavius smashed Spider-Man's head upward into the ceiling. "You're wrong there, freak. For the first time in my life, I'm in control!"

Spider-Man struggled to break free, but his arms were at his sides. He couldn't get a clear shot with his webbing. Then he saw Octavius's feet.

"Shine your shoes, mister?"

 _Thwip!_ He fired two lines of webbing. Each one hit Octavius's shoes. Spider-Man pulled, yanking Octavius's feet out from under him, and Doctor Octopus did a somersault. His tentacles let go of Spider-Man and stopped Octavius's fall. Spider-Man hopped onto the facedown Octavius, straddling his back.

"How about a piggyback ride?"

He curled his arms under Octavius's armpits and pulled upwards, planting a knee in the small of Octavius's back. The tentacles flailed in panic.

"Unhand me or I'll destroy you!"

"'Unhand me or I'll destroy you, please.'"

KA-CHUNK! Both men looked up to see a security guard looking down through the hole in Harry's office, a shotgun trained on them.

"Both of you, down on the ground, _now_!"

"I think not," Octavius sneered.

His tentacles lashed out, all four of them, hitting the guard in the chest. With rib-cracking effect, the guard smashed through the window behind him and flew out into space. Spider-Man immediately let go of Octavius and kicked off the back of Octavius's head. He broke through the window on his floor, shot webbing to hit the top frame of the window so he traveled in a large arc, picking up the guard at midpoint and then completing the arc to deposit the guard on the roof.

Octavius was right on his heels, climbing straight up the building, tentacles punching through the windows, smashing through brick.

"You okay?" Spider-Man asked the guard.

"Look out!"

Spider-Man dodged out of the way as a tentacle speared through where he had been a minute ago. It grabbed the guard and brought him next to Octavius, who was still climbing.

"This is for daring to order me about like a common criminal."

"Octavius, wait!" Spider-Man stuck to the wall above Octavius. "I thought you weren't a murderer! If you kill him, everything they say about you will be true!"

Ock snarled. "Point taken!" He threw the guard to safety inside the building. "You bring up a good point. I would like to see Osborn brought low, humiliated as I have been humiliated. But I would also like to see a stop brought to your constant prattle!"

"Aw, makes me all warm and fuzzy inside."

He somersaulted backward, ascending the building as Octavius clambered after him. Tentacles slammed to either side of him in eruptions of glass, throwing him into gymnastics just to avoid them. Finally, Spider-Man ran out of room. The roof was one floor up. He kicked off the top of the building and into open space, shooting a webline behind him that stuck to Octavius.

His momentum tore Octavius off the building. Octavius's tentacles groped for a foothold, leaving him wide open. Spider-Man pulled Octavius to him and delivered an uppercut that sent Octavius flying back, landing on the roof next to the manor.

The whine of jet turbines filled the air as Spider-Man landed on the side of the building.

"Oh no, not now…"

He looked up to see the Hobgoblin fly overhead. The glider fired two rockets at Octavius and jetted away. Octavius transformed a tentacle and fired a stream of bullets at the missiles. One was hit. It exploded in a ball of flames which the other emerged from unfettered. Octavius knocked it away with a tentacle and it flew off-course, destroying a cornice.

Octavius regarded the departing Hobgoblin with great interest. "Is that the best you can do?"

Spider-Man came out of nowhere, drop-kicking his enemy into Osborn Manor.

"Don't be so greedy, Ock! You should always finish off one enemy before you tackle another!"

Teeth violently clenched, Octavius lashed out with his tentacles. Spider-Man parried two blows, fired a webball that knocked Doctor Octopus's glasses askew, then was caught by a claw that clamped down on his throat. It pinned him to the wall as its brethren transformed into their alternate weaponry.

"Look how my children have grown!" Octavius screed proudly. "They've completed the transformation you began, Spider-Man! The transformation into weapons of war instead of instruments of science!"

"Which one's the can opener?"

"It takes guts to remain defiant in the face of death…" Octavius revved his buzzsaw. "I'll take pleasure in examining them!"

He moved the buzzsaw toward Spider-Man's stomach. Spider-Man kicked the flat of the blade, sending it off-course to hiss into the wall. The flamethrower tentacle retaliated, singeing Spider-Man's arm. He screamed and Octavius moved in for the kill… just as Harry swung a fireplace poker into the mad scientist's head.

"You always did have a glass jaw, Otto," he said as the arch-villain collapsed.

Doctor Octopus rubbed his head as he pointed the chaingun tentacle at Harry. "You're not exactly bulletproof yourself…"

A strand of webbing caught on the tentacle and pulled it so that Octavius's shot was ruined. The bullets perforated the wall next to Harry. A cloud of plaster poured out onto the floor. Like a mad puppeteer, Spider-Man jerked the chaingun into Octavius's face. The just-fired barrels scorched Octavius's cheek. In his pain, he let go of Spider-Man. The hero dropped to the floor, gasping for air.

"Run!" Spider-Man yelled, and Harry didn't have to be told twice.

Octavius clamped a hand over his burnt cheek and turned on Spider-Man, fuming darkly. The tentacles lunged at Spidey with incredible speed. Spider-Man moved like they were in slow-motion. He leapt over a tentacle, landed on the floor in a roll that took him under the second and third tentacles. The fourth tentacle, its taser flaring, tried to stomp on him. Spider-Man rolled to the side, dodging it. The shock of its miss set the carpet on fire.

Then the buzzsaw tentacle came down. Spider-Man kicked off the wall and log-rolled out of the way. The buzzsaw tore through the floorboards where he had been a nanosecond ago. The flamethrower was next, scorching the earth beneath Spider-Man. He jumped over the napalm, adhered to the ceiling, and scuttled over Ock's head.

"Death from a-" he started to say as he dropped down, but a tentacle caught him and banged him back against the ceiling. While he was dazed, the taser tentacle shocked him into twitching submission.

"Tell me, Spider-Man, satisfy my curiosity." Octavius could've sworn he saw Spider-Man's skeleton through his translucent, sizzling flesh. "How much does that hurt?"

"Not as much... as having a name like Otto Octavius!"

Ock scowled and shocked Spider-Man again. In a last-ditch effort, Peter grabbed the fireplace poker Harry had dropped and touched it to Octavius's tentacles. The electricity traveled down the metal and electrified Octavius, who immediately shut off the current. Spider-Man and the tentacles collapsed.. Octavius picked up one of the limp tentacles with his human hands and stroked it.

Spider-Man was still sporadically twitching from his brush with death. "Otto… you're free now. They can't… control you anymore."

"You… you uncaring monster! You hurt my children!" Dragging his tentacles behind him, he lunged onto Spider-Man and began pounding on him with his bare hands. "This shall be our final encounter! Never again will you interfere with my plans! My work! My life!"

He wound up for one final blow, brought his joined fists down towards Spidey's head… Spider-Man's hand shot out and caught his hands, stopping them cold.

"How 'bout one more interference for the road?"

His punch sent Octavius flying backwards, trailing his tentacles behind him like the tail of a comet. Octavius landed in acute pain as Spider-Man leapt to his feet.

"Not so big and bad without your little friends, now are you?"

Octavius sat up. "My tentacles? I'm never without them."

 _Spider-sense! Danger!_

He leapt upwards as two tentacles whipped where he was a moment ago like the blades of one enormous scissor. He kicked off the ceiling toward Octavius, contorting himself to jet between Octavius's other two tentacles, his hands outstretched to wrap around Octavius's throat… and Octavius's first pair of tentacles caught him by the feet. He stopped inches from Octavius's smirking face.

"You are helpless, Spider-Man! I warned you that the power of Doctor Octopus was far greater then yours!"

He flung Spider-Man backward with all his augmented strength, sending the wall-crawler flying down the hallway and through the wall at the end of it.

Spider-Man landed in a garden, tumbling past hedge sculptures and an elegant fountain. Moments later, Octavius followed him outside. He brought up his flamethrower and torched the entire place. Every plant was burnt to the ground. Spider-Man was nowhere to be seen.

The _whup-whup-whup_ of helicopter rotors shook the air. Octavius sneered and his tentacles lifted him twenty-four feet off the ground. They ran him to the next rooftop, and the next, Octavius using the tentacles to throw himself across the gaps. The police helicopter pursued him. Inside, a sniper prepared his rifle. He aimed and fired just as Octavius spotted him.

A tentacle coiled in front of Octavius and the bullet ricocheted off it. Octavius extended his tentacles to attack, but the helicopter was too far away. He retracted them in time to block another shot, which bounced off and grazed Octavius's upper arm. Octavius gasped in pain and ripped an air conditioning unit out of the rooftop he was on, then threw it at the helicopter.

The AC hit the helicopter's tail rotor, damaging it. Octavius laughed at the fleeing chopper. He held a hand over his wound as his tentacles took over the task of locomotion.

Back at Osborn Manor, Spider-Man breached the roiling waters of the fountain where he had hidden. He took in a deep breath of air as Harry ran out into the razed garden, a gun in hand. When he saw Octavius was gone, he went to assist his friend.

"Are you okay?"

Spider-Man pulled off his mask to take several deep breaths. "That guy… has a serious attitude problem."

"Listen, the police are on the way up, you'd better get out of here."

"Sure… talk to you later."

"Bring a present."

"What?"

"For my birthday party. You're invited."

Peter wrung out his mask and put it back on. "Thanks. The promise of cake helps me with the fact that I was just burned, electrocuted, shot at, and nearly sliced open."

"There will also be ice cream," Harry said.

"Really? Cool."

He jumped into the air and swung away.


	10. Chapter 10

_Chinese restaurant. Eat, talk things over with John, get old job back_. Peter mopped at his face. _Easy_. He just had to keep cool. He'd managed to retrieve his clothes from Harry's place, having put them in a protective web-bundle, but under them his spider-suit was grimy and some well-placed webbing was the only thing keeping him from bleeding through his clothes. And the burn Octavius had given him hurt like heck every time his clothes touched it.

Mary-Jane was leaning against the wall, chewing a stick of gum when he found her. "Hi, John's…"

The words came tumbling out. "I think we can rule out Harry as the Hobgoblin. One minute Gobby's passing by, firing off missiles, next thing I know Harry's saving me from Doc Ock." Mary-Jane went google-eyed. "Long story, tell you later."

"So you're friends again?"

That brought Peter up short. He smiled shyly. "Well, yeah. He invited me to his birthday party."

"Birthday party? Just yesterday he thought you killed his father!"

"No, he came to terms with his father being the Green Goblin. Which is a load off, as I thought he'd try to kill me." Peter caught his breath, shoved his hands in his pockets. "Is _he_ around?"

"He's late. But John Jameson will be arriving shortly and would it be too much to ask for us to have a nice, quiet dinner in which you both realize that you're both wonderful human beings?"

"Just so long as he's 'John Jameson' and I'm Peter." Peter looked at the Chinese restaurant they were parked in front of; specifically the plaster-cast dragon statue by the door. "But why a Chinese restaurant?"

"John likes Chinese."

That was enough to launch him into a pace. "MJ, you dumped him on his wedding day. I don't think exotic food is going to soften the blow."

"It can't hurt," Mary-Jane reasoned as he crossed in front of her.

"So, when's he going to get here?"

"Why, you have a date?"

"No, I just…" Peter stopped walking, then abruptly whirled on Mary-Jane. "I don't want to talk about Otto."

"Get it off your chest before you make an ass of yourself in front of John."

Peter leaned against the wall and Mary-Jane leaned next to him. "I know that Octavius used to be a good man, but now he's... changed so much. He's so much more powerful than me. I beat him on a… on a technicality before. Now he's totally insane. No, make that evil. Whatever he has planned, it's big. I don't know if I can beat him."

"Of course you can," MJ said confidently.

"How do you know?"

"Because you're the good guy."

"I wish it were that simple."

Mary-Jane squeezed his arm. "Peter..."

"What?"

"It is that simple."

Peter sank back into his chair. "I wish…" he said, then let the pause linger as the next few moments passed.

And passed. "Well, isn't this a change?" Mary-Jane said. "You're early and he's…"

An alarm broke through the air. Peter and Mary-Jane did identical head-swivels to see two armed robbers running out of a jewelry store and piling into a car. The waiting driver stomped on the gas and the getaway car peeled off at eighty MPH.

"Jinxed," Peter said miserably.

"This going to take long?"

"No jetpacks… I'd say three minutes."

"Then why are we still talking?"

Three minutes, twenty seconds later, Peter was walking into the Chinese restaurant, stuffing the mask of his costume deeper into his pocket. John Jameson, as clean-cut and all-American as ever, was sitting by Mary-Jane in intense conversation. Peter walked toward them before a waiter stepped in his way.

"Do you have reservations?"

Peter watched MJ put a consoling hand on John's shoulder. "Plenty. I'm with them."

"Very good."

He stepped aside, allowing Peter to sit down next to Mary-Jane.

"Peter, this is John. John, this is Peter."

Peter didn't know whether to smile politely or… not, so he just ended up saying. "Sorry. I'm late."

"S'alright," John said. "Mary-Jane and I were getting along just fine without you."

Peter sent a worried glance Mary-Jane's way, then unfolded his napkin onto his lap. "So… NASA. That must be interesting."

"Has its moments. Like playing football on the moon."

"Yeah, but without cheerleaders, what's the point?" Peter went for a vague sort of smile and Mary-Jane laughed dutifully. John didn't.

 _This is going to be a long night_.

* * *

Doctor Curt Connors held court over a neat assemblage of chemicals or equipment. Usually his lab had a dozen student aides running about, but at this time of night, he was alone. His wife would understand. All day long a new breakthrough had been plaguing him, lurking just out of reach. He had to test it.

Connors observed the rabbit, his eyes drawn to the stump where a leg had once been. From time to time his attention was stolen by the clock and the empty syringe next to it. Behind him, a counter full of beakers, all with the same orange liquid in various states of experimentation, waited.

 _Three hours. It shouldn't be taking this long...  
_  
The rabbit's stump started to change shape. Slowly at first, then it extended. After another ten seconds, the rabbit's missing leg was completely restored. Hairless, perhaps... but otherwise normal.

The camera for Connors' video diary blinked red, recording. Connors stepped in front of it. "Success! Time is..." He pushed up the sleeve of his lab coat to check his watch. "Three hours, forty-nine minutes! The rabbit has regrown its leg. Imagine! We can move on to testing on dogs... and eventually, hu..."

A nearby crashed jostled the camera. Connors looked over the shoulder. The source of the crash was the next room. After pausing the camera, he put the rabbit in its cage and then walked through the door.

Otto Octavius was sitting at a card table, a first-aid kit in front of him. His tentacles were tirelessly pouring over diagrams and blueprints all around him. As Connors watched, Octavius applied disinfectant to his wound, wincing at the pain. The tentacles halted for a moment, as if in concern, then continued. Octavius slowly and wearily used his left hand to wind a bandage around the gash on his arm.

If there was one thing about Connors's old friend that was truly nightmarish, it was the stark contrast between Octavius's invulnerable mechanical limbs to his all-too human ones. For a moment, Octavius studied his new limbs uneasily from the corner of his eyes. Then a tentacle alerted him to Connors.

"Hello there, Curt," Octavius said warmly, albeit with a heady sense of irony. "Nice to see you again."

"Otto, what are you doing here?"

"I was wounded. I needed medicine…" He appeared to lose his train of thought, rubbing at his head as if trying to drill to the source of his obvious migraine. "Weapons… supplies… Osborn's! Osborn tricked me! Tell him," Octavius ordered his tentacles. "Tell him what Osborn did!"

Connors took a half-step back as the tentacles wordlessly gibbered inches from his face, claws whining as they snapped open and shut.

"Otto, you're not well. This isn't what Rosalie would have wanted-"

"DON'T! Say her name." Octavius stood. Although he didn't move a muscle beyond that, his tentacles dragged him towards Curt. His feet just barely skimmed the ground. "After all these long years, you turn your back on me when I need you the most?"

Connors backed up. "You need help, Otto."

They entered Connors's lab. Octavius's glasses slipping down his nose to reveal maddened eyes.

"You traitorous…! I should have known you didn't have the vision to stand beside me on the brink of a new age of enlightenment!"

Two tentacles lashed out, grabbing Connors by the shoulders. A third extended a spike and stabbed Connors through the heart. The spike retracted with a wet _splich_. Curt screamed as he was mobbed by the tentacles, rolling over him, fumbling him, slamming him against the walls, the floor, the ceiling… everything.

"Goodbye, old friend," Octavius adjusted his sunglasses. "Give my regards to Rosalie."

With a backbreaking _crunch_ , he slammed Connors down on the tabletop with the orange liquid. Several of the beakers broke, miming the blood that flowed from Connors's body as Octavius took his leave.

For a moment, all was quiet. The rabbit, enjoying all four of its legs, hopped past Connors.

His eyes wearily opened. "I can't..."

The rabbit twitched its nose at him. Connors reached out. Past the rabbit. Grabbed a beaker of the orange liquid and raised it to his lips…


	11. Chapter 11

If J. Jonah Jameson ruled the Daily Bugle like a king, Robbie Robertson was the power behind the throne. Despite having the build of a heavyweight boxer, his smile was easy and accommodating, and he had an eye for the good in people. And for good photographs, which he found in spades as he looked through Peter's work.

Peter, trying not to preen, stood across from him, looking around Robertson's office.

"Peter, these are incredible! How'd you get shots of the crime scene at Osborn's place?"

"You know me. Right place, right time. So, will you take them?"

"Sure. Three hundred sound fair to you?"

"'Fair'? Sounds like a whole carnival. But Jonah's never going to go for it."

"Don't worry about it," Robbie said, pulling three hundreds from his wallet. Peter tried hard not to let his fingers twitch as he took the money. "Now get out of here before Jameson sees you. You're still persona non grata, remember?"

"Right," Peter said smartly before dashing off.

Robbie watched him go, passing Betty, who was holding a tray of piping-hot coffee. Robertson walked up to Betty, trailing behind her as she distributed the coffee to the busy bullpen.

"Miss Brant, could you ring me up a hundred bucks? Got an anonymous photographer to pay."

"Sure. Mr. J's going to love you for getting a bargain like that."

"I'll bet he will. May I?" Robbie asked, indicating the coffee.

"Be my guest."

He took a cup and sipped from it as continued on her rounds.

"Mmm… cappuccino."

He went back into his office and closed his door.

"That was a nice thing you did for Parker. Real classy."

Robertson turned to see Spider-Man upside-down and sticking to his window from outside. Surprised, Robertson opened the window.

"Spider-Man! What're you doing here?"

"I need help finding a man. And before you make a gay joke, someone's been pulling jobs on Oscorp warehouses.

"Funny, you always struck me as a 'crime-in-progress' type."

"I'm thinking of moving up in the world, doing the whole detective thing. I may not have an array of hilarious yet touching psychological disorders, but I try. Arnold Donovan was found dead at one of the robberies, is he part of a crew?"

"I wouldn't know. But there is a stool pigeon, goes by the name of Patch."

"Let me guess," Spider-Man said as he swung in to sit on the windowsill. "He wears an eyepatch."

"Well, he isn't a kitten."

"That was my second guess. Where is he?"

Robertson searched his memory. "He hangs out at a dive in the Kitchen called Josie's Bar. Urich or Foswell would know more about him than me, but he seems to always shed some light on the situation. If you want to know something, he'll clue you in for the right price."

"Does he respond well to threats?"

"Spidey…"

"Hey, I'm a little low on cash at the moment. So, is he the 'cowardly, superstitious' sort?"

"Yeah, I guess you can call him that."

Jameson walked into the office without knocking. "Robbie, what's the idea of hijacking my coffee…" His eyebrows shot up into his receding hairline. "Spider-Man! What are you doing in my building!?"

"Ruh-roh!" Spider-Man gave Robbie a quick clinch. "Just remember, they can't stop our love!"

He leapt out the window. Jameson watched him swing away, stunned.

"Deep down, he means well," Robbie said.

"So you keep telling me."

* * *

If the world was a barrel, Josie's Bar was its bottom. The one redeeming quality, besides the light amount of alcohol in the watered-down drinks, was that so many lowlifes gathered there that the answer to any question could be found, provided you knew who and how to ask.

Patch specialized in not being asked. When Daredevil came in to knock some heads together, he hid under a table. Or ran out the fire escape or hid in the toilet. Right now, he was out for a smoke. Although smoking was not just allowed, but encouraged in Josie's Bar, Patch preferred to taste his cigarettes without the atmosphere of others' inferior brands.

Just as he lit up, though, something splatted on the end of his cigarette. _Bird crap?_ Before he could stop himself, he touched it. It was sticky and very stretchy. Like chewing gum or something.

"What the hell is this stuff?"

"Free sample," said a voice from above. "For the rest you'll have to scream."

Patch looked up. He screamed.

* * *

On one of Hell's Kitchen's infamous one-star hotels shone a large neon sign, illuminating its purported status as a HOTEL. Patch found himself imprisoned in a web that took up the center of the O, struggling in vain.

"Hey, c'mon, what did I ever do to you?"

Spider-Man scuttled down on a webline. In the light, Patch had always figured him for a garish clown in a circus outfit, but in the dark… in the dark, he was something else.

"Nothing. I just thought you'd like to come over to my place and meet the missus."

"Missus?" Patch repeated.

Spider-Man jerked his head up. Patch obediently followed his gaze. A giant spider was concealed by the shadows cast by the top of the O.

"Look, man, what're you doing this to me for? I don't know nothing!"

"Good. Then we'll be happy to have you for dinner. After all, we've got kids to feed. About five thousand."

"Listen! Just let me go! I'd taste terrible! All skin and bones!"

"Sorry. You've seen my nest. I can't let you tell anyone where I live…"

"I won't tell anyone, I swear!"

"If only you could prove it to me. Some little morsel of information… to catch me a bigger fish then a street punk like you…"

"What do you want to know? I've got ears everywhere, I can help you!"

Spider-Man moved in closer, his jack o'lantern eye-lenses reflecting Patch's terrified face. "A few days ago, Arnold Donovan was found dead at a robbed Oscorp warehouse. Who did he work for?"

"That's an easy one! Donald Menken! All I know, swear!"

"Where can I find him?"

"I swear to you, I don't know!"

"What did he want stolen?"

"I swear I don't know!"

"Alright, stop swearing, you'll beginning to make me think you're a sailor. Thanks for the help."

He swung away, leaving Patch and the giant spider he'd constructed from webbing to their fates. Patch began to pull himself free of the web. It was very slow-going.

"Ummm… Spidey? Little help?"

* * *

Everything was coming together. John Jameson had warmed to him, after a fashion, and that meant that Jonah would call off the dogs soon. Things with Mary-Jane were getting more intense, which was scary, but good. And best of all, _Take Me Out To The Ball Game_ was wafting through the air. Spider-Man swung down to Yankee Stadium, all lit up for a game between the Yankees and the Indians. Spider-Man landed on a nearby rooftop for a view of the action, surrounded by a strangely foreboding interplay of gargoyles and shadows. He shook it off. He was Spider-Man. He scared crooks, they didn't scare him.

 _Not quite the same as season tickets, but on a quiet night like this, with Mary-Jane off doing her own thing, who's complaining?_

"Think they'll mind if I throw out the first pitch?" said a voice from above, in grim counterpoint to Spider-Man's earlier stalking of Patch.

Peter turned around as a bolo shot out of the shadows, wrapping around his chest and pinning his arms to his sides. The two ends interlocked, causing centimeter-long thorns to shoot out of the rope and into Spider-Man. He grunted in pain.

One of the gargoyles moved and emerged from the shadows. Hobgoblin.


	12. Chapter 12

The Hobgoblin was clad in form-fitting scaled green armor with a ribbed flexible look that reminded Peter of the skin of an alligator. It was overlaid with complicated circuitry that imparted every motion with a demonic whine of servos. There were purple, stylized stripes on the segmented ridges covering the arms and legs, stitched together with the green like Frankenstein's monster. A tattered purple cloak covered his chest and hung off his back like a cape, while a hood obscured the top of his head. Purple leather leggings stretched over his thighs, as well as a purple leather jerkin over his chest. He wore a lightweight, super tight-fitting helmet, eyes protected behind big yellowish-green plastic bulges that made it look like an evil insect's head. Long, bat-like ears swept back.

Purple gloves came up nearly to his elbows. His boots had a subtle point upward at the toe. He wore a thick leather satchel slung over his right shoulder that hung to his left side. And both legs astride a small flying wing, big enough for one. Footholds on either side of a single jet engine, crescent shaped, almost like a bat. Red lights were glowing on the front of it, with an array of cabling and armature underneath, running between the two rings and connecting to what appeared to be some sort of control sphere. The center tube had a demonic head with ram horns on it, the leering mouth open to reveal a jet turbine inside.

"Your time has come, Spider-Man!" he announced in the dark timbre of the man who'd attacked Peter at Central Park.

"What time is that? Morphing time?" Spider-Man asked, riffing off the supervillain's technological appearance.

He jumped backwards in a massive flip, being guided by his spider-sense, and landed on one of the tall stadium lights.

"Seriously, did a bunch of smaller Transformers that look like household appliances combine to form you or something?"

Hobgoblin hit the afterburners and accelerated after Spider-Man, knocking him off his porch with a well-placed kick as soon as Peter landed.

Spider-Man kicked off the pole of the stadium light, transferring his downward momentum into an angled descent. He quickly ripped off the bolo and hit the ground, sliding along it like a runner stealing home, coming to a stop right at the feet of the batter.

"Umm, am I late for the summer try-outs?"

The Hobgoblin hovered down into the stadium, lit dramatically by the stadium lights. The crowd was struck silent. Then his mask parted at the diabolically-grinning mouth to reveal his face in the mouth of madness, covered in hideous green make-up that made him look like a true goblin. The brow, cheek bones, nose, and chin were all more pronounced and exaggerated, rendering him unrecognizable. His chin was long, his nose was crooked. Contact lenses changed his eye color to a sinister yellow.

"Bases are loaded, Spider-Man." The Hobgoblin took out a pumpkin bomb. "Bottom of the ninth inning." He took out another. "Game 7 of the World Series." And one more. "And you're at bat."

He began juggling the grenades like a clown, whistling that little circus theme.

"Anyone ever tell you that you're nuttier than Mr. Peanut?" Spider-Man replied succinctly.

Hobgoblin threw a pumpkin bomb at Spider-Man, laughing wildly. Spider-Man grabbed the nearest player's bat and swung. BAM! Right out of the park! The pumpkin bomb hit a stadium light, causing sparks to fly anywhere. Then it exploded, decapitating the pole.

Hobgoblin backed up in disbelief.

"Oh, you got millions of dollars' worth of military hardware, bombs and machine guns and that little jet thing, but as soon as I've got a bat it's time to go home? C'mon! Let's do this!"

Hobgoblin held a Pumpkin Bomb in each hand.

"Careful what you wish for, Spider-Man!"

He threw the Pumpkin Bombs. In mid-air they were cut open from the inside by Razor-Bats, which swarmed out and attack Spider-Man. Spidey swung the bat at them. It was quickly sawed down in length, again and again and again, until Spider-Man was left holding a stub. He tossed it aside and looked around as he acrobatically dodged the Razor-Bats… at long last spotting an aluminum bat in the dugout.

"Yoink!" he cried, webbing it to himself. Then he dashed in the midst of the Razor-Bats, weaving and dodging, knocking the Razor-Bats out of the air like a samurai warrior intercepting arrows with his katana. Finally, they were reduced to bits of metal and circuitry littering the ground.

Spider-Man followed through by throwing the bat at Hobgoblin like a spear. Hobgoblin raised his hands to catch it, then realized it was coming in too low to threaten him. He laughed out loud at Spider-Man's marksmanship… then saw the bat hit his glider's turbine. It jammed for a moment, causing Hobgoblin to drop before the glider worked through the bat.

Spider-Man took advantage of the opportunity to lunge at Hobgoblin, who simply fired a compressed net from one of his glider launchers. It unfurled in mid-air, hit Spider-Man, pinned him against an advertisement for toothpaste.

"I can tell you're having an off night," Hobgoblin mocked. "Maybe I'll go find someone else to pay back while you get back your edge."

He flew off as Spider-Man struggled to get free.

"Come back here! I'll bite your legs off!"

He tried to pull the steel-mesh net open, but wasn't strong enough. The baseball players, the coaches, and even the mascots ran in to help him. Finally, the net ripped open.

"Thanks," the freed Spider-Man said. "Now go score a goal for the Gipper or something."

He dashed across the field, jumped into the stadium seating, ran up the staircase at record speed, and jumped out into thin air, where he started swinging. Spider-Man immediately spotted a shape hovering high above. He quickly swung around a horizontal flagpole and let go of the webline, launching himself upwards. He landed on the wall of a skyscraper to find Hobgoblin facing away from him.

Peter couldn't believe his luck. He pointed his spinnerets at Hobgoblin and…

The glider spun around, revealing Hobgoblin. And the small boy riding on his shoulders.

"Glad you could join us. I was just giving junior here a little ride. I promised him he could meet Spider-Man."

"You're the greatest!" the little boy gushed.

"Let him go."

Hobgoblin grabbed the boy by his shirt, dangled him over empty space.

"Care to rephrase that? Headphones."

The boy puts his hands over his ears.

"To be honest, I was thinking about snatching one of your loved ones. But kidnapping Mary-Jane? Or even Aunt May? What's the point, when all you do-gooders would do the same thing for any hostage, whether it be Mother Teresa or Paris Hilton."

Peter forced himself not to react, for the kid's sake as much as his own. "Okay, why don't you put the kid down, go get Paris, and we'll test that theory!" _Ulcer, party of one…_

"And spoil junior's fun?" The Hobgoblin set the boy down on a nearby radio tower, then pulled a small leather-bound book from his Goblin Bag. "I think it's story time! Here's a yarn from Norman Osborn's private journals. 'Dear diary, today Jessica Drew said hi to me at lunch. I think she really likes me…'" Spider-Man was clenching his fists in impotent rage. "Let's skip ahead a bit to the real juicy stuff, shall we?"

"Yay!" the boy cheered.

The Hobgoblin flipped through the book, stopping at a dog-eared passage. "Ah, here we are. 'Dear diary, today I found out that Spider-Man is in reality just a college student named P…'

Without warning, Spider-Man launched himself at Hobgoblin and stunned him with a fist to the face. "You forgot your library card!"

He grabbed the boy and the book, then leapt away. Spider-sense blaring, the Hobgoblin rocketing after him, only enough time to hit the ground running and abandon the boy on the roof top, then another leap… didn't save him. The Hobgoblin raked his back with metal claws, a painful hit. Spider-Man landed on another rooftop; the Hobgoblin fired metal stakes from two shotguns at the wingtips of his glider. Spider-Man ran for it, keeping just a step ahead as the stakes embedded themselves where his feet were just a moment ago.

Hobgoblin tilted his glider, leading Spider-Man like a clay pigeon. A stake shot right at Spidey's face. At the last second Peter held up the diary, which blocked the stake. He pulled it out and threw the book into the glider's mouth, letting the turbine turn it into so much confetti.

"He shoots, he scores!"

Hobgoblin looked behind him at what was left of his proof of Spider-Man's identity. "No!"

He turned back to see the stake flying toward him. Hands slapped together, catching the stake in front of his face, but then he saw that Spider-Man was behind the thrown stake. The superhero landed in front of Hobgoblin on the glider and pounded into him with a series of vicious blows.

The Hobgoblin absorbed the punishment, a sinister plan brewing in his mind. As he blocked like a heavyweight boxer, protecting his face with raised arms, he ascended. Then, at the upper reaches at the atmosphere, he caught one of Spider-Man's punishing attacks and headbutted the webslinger right off the glider! Spider-Man twisted and shot webbing upwards, forming a parachute.

"He floats through the air with the greatest of ease…" Spider-Man sang as he landed safely on another rooftop, this one a short bank wedged between two skyscrapers.

The Hobgoblin pulled another two pumpkin bombs from his bag. He depressed the 'stems', which lit up like fuses. As the sparks traveled down the stems, the pumpkin bombs grew brighter and brighter, like jack o'lanterns.

"Oh boy," Spider-Man said to himself.

Hobgoblin threw. Spider-Man dodged, but the shockwaves from the blast still buffeted him. He fell onto the cornice, head swimming. Swooping in for the kill, the tips of the glider's ram horns spinning like drill bits, Hobgoblin came on. Spider-Man rolled out of the way at the last moment, tricking Hobgoblin into kamikazing into the neighboring building.

It worked, only too well. Hobgoblin blasted through the building at top speed, smashing through a window on the other side. He looped around to find Spider-Man, who had disappeared from view.

Spider-Man reappeared, jumping Hobgoblin from behind and straddling his shoulders. The webslinger tapped out a drum beat on Hobgoblin's head.

"Stop it, you'll distort the interface!"

"That's the power of rhythm, mon!" Spider-Man said with a bad attempt at a Jamaican accent.

True to his word, the tapping interfered and the Hobgoblin lost control of his glider. It rocketed down the street, spinning over and over as it passed a news helicopter. A video image passed from the cameraman's lens to the television set at Octavius's annexed house.

* * *

Octavius leaned in close, very, very interested as the Hobgoblin regained control and fired his glove blaster at Spider-Man. He was maneuverable, athletic.

"Looks like I'm not the only one with upgrades..."

* * *

"See how pretty my goblin sparks are?" Hobgoblin asked, stabbing his finger at Spider-Man with each sparkling blast. "Would you like a closer look at them?"

"No, I don't want to pull your finger!" Spider-Man leapt to avoid another blast. Hobgoblin fired with his other glove, a deceptively fairy-like sparkle that caught Spider-Man in the chest. Spider-Man sailed through the air and smacked against the side of a building. Appropriately enough, he spider-webbed the window.

Weakly, he lifted himself off the wall like a reverse push-up, just in time for his spider-sense to detect the Hobgoblin closing in. Spider-Man flipped upward, his belly facing the wall. Hobgoblin hit the brakes, the exhaust from his retro-rockets scorching the cracked window black. Hobgoblin looked up and Spider-Man looked down, facing each other.

"Does one of those fancy cannons shoot Windex? Because if you're going to be an irresponsible driver like that, you're gonna need to clean up your messes…"

Hobgoblin's hand shot out, closed around Spider-Man's throat. "I am. Starting with you!"

Spider-Man let go of the wall and did a handstand on Hobgoblin's shoulders, using him like a gymnastic 'horse' to flip onto the glider behind him. Like an arresting police officer, he pulled Hobgoblin's hand from his throat and put it into a hammerlock, slamming Hobgoblin through the window. It shattered impressively.

No sooner had the shards of glass landed then Hobgoblin, his feet safely locked into the glider like a snowboarder's, tilted the whole shebang backward. Spider-Man slipped off, somersaulting downward. Hobgoblin caught him by the ankle. Then, with only a sharp cackle, he spun the glider around like a top, with Spider-Man along for the ride!

"Feel the blood rushing to your head, Spider-Man. Your equilibrium is shattering, your balance is already shot. And when you're disoriented enough, I'm going to let you splatter against a wall like the insect you are! Look at it this way, Parker, you're finally going to be a big hit!"


	13. Chapter 13

Mary-Jane didn't know how Peter couldn't get into clubbing. True, he wasn't the world's best dancer, but getting out of his apartment for _anything_ besides school and work (and… _work_ ) would be good for him. It was like she was in a tug-of-war with Spider-Man over Peter.

Well, not tonight. She was going to slip out of all that nonsense for one night and just have fun. She'd called up Gwen and Liz and they'd agreed to go prowling with her. Club Teevee was one of those dance clubs with pretensions of social experimentation, having hired amidst much fanfare a "TVJ" who manipulated the feeds to a bank of fifty TV monitors on the back wall. The effect was oddly congruous and hypnotic. Still, Mary-Jane ignored it in favor of one hell of margarita and dishing with her girls in a corner booth.

"My dad's still spending all his time at the office," Gwen was saying. She was a bit of a daddy's girl, and this got her a "tish!" from her companions. "It's not his fault, he's just more comfortable there."

"He's more comfortable around an array of police officers and criminals then among his own daughter?" Liz asked.

"It's his breed. Leave the parenting to the mother while the man goes out and does manly things to make manly money," Mary-Jane said.

"What, you think I should stage an intervention? Try to change him? I'm perfectly satisfied with our relationship as is."

"I can sympathize. I'm happy with my lack of relationship with my father."

"Mary-Jane, no offense, but your father's a scumbag," Liz said. "Did he even show up for your wedding?"

"Attempted wedding," Mary-Jane corrected, before rotating her drink around morosely in the most blaringly obvious "change the subject" body language she could manage.

"Exactly, it's not like he missed much."

"The cake was good though."

"Yes, very good cake."

Mary-Jane glanced at the TV bank. Like a picture trying to break through the random feeds, more and more of the channels were showing the same colors. Her suspicions raised, Mary-Jane got up and crossed the dance floor to get closer to the TVs, Liz and Gwen following supportively. It was Peter and Hobgoblin, a fight of theirs, live! The footage, often from competing angles, was spreading over more and more of the local stations and news channels.

"Hey, turn it up!" Mary-Jane shouted to the TVJ.

He saw the image and switched all the pictures to one channel, forming a vast composite over the entire bank of monitors. With another flick of his hand the club's soundtrack switched from a repetitive techno-beat to the TV sound.

"…fight between Spider-Man and this as-yet-unidentified individual," the newscaster was saying, "who bears a definite resemblance to the Green Goblin who menaced this city…"

"It would serve that menace right if whoever that green guy is did clobber him," Liz said. "I hear he's built a giant web over the Burroughs!"

"Be quiet! Geez, Spider-Man goes out there everyday, fighting criminals with nothing but guts, superpowers… and the cutest butt I've ever seen."

Mary-Jane would've shot daggers at Gwen if she weren't so worried.

On the screen, Spider-Man was being spun around by the ankles by the Goblin. Mary-Jane could hear that shrill laugh even over the drone of the newscaster's patter. The Goblin spun Peter through a TV aerial… Mary-Jane could imagine the metallic thrashing it would've made as it was rended apart, slicing Peter's skin… and the madman laughed louder as he spun toward a chimney.

"C'mon, Pete, snap out of it…" Mary-Jane said under her breath.

She didn't imagine he could hear her. She didn't even imagine he was listening. But Peter shot out a webline which caught on the side of the building, jerking himself to a bone-crunching halt. Hobgoblin was similarly thrown from his glider. They both landed awkwardly on a rooftop, the glider spinning away like a floating top. Hobgoblin touched his head, shook it, then just growled as he dug a pumpkin bomb from his bag and threw it.

Peter jumped away as it exploded, the shockwave catching him in mid-leap! He barely managed to shoot out a webline, swung, had to kick off a wall he was passing by to keep from smearing against it. Then he reached the apex, streamlined himself into a dart, and swung back.

"Yeah, baby!" Mary-Jane cried as Spider-Man swung into Hobgoblin, knocking him for a serious loop.

* * *

Now they were both falling at an angle towards a window into Grand Central Station. Spider-Man shot a web up to the top of the massive window frame as Hobgoblin flew through it, then swung through it to deliver a cannonball kick to Hobgoblin. They tumbled inside, Spider-Man shooting out a webline to swing onto a pillar, Hobgoblin catching his glider and ascending to Spider-Man's level.

Far away, Mary Jane noticed with concern that Peter was favoring the leg Hobgoblin had been spinning him by.

"Trick or treat, Spider-Man," Hobgoblin said.

"Is there really a choice?"

"Twenty paces."

"Done."

Spider-Man jumped past Hobgoblin, across Grand Central Station, shot a webline out to catch another pillar, swung around it and started webswinging toward Hobgoblin, who rocketed toward him.

They moved towards each other on a collision course, Hobgoblin on his glider, Spider-Man webswinging. When Peter shot one webline, he didn't grab on to it with his hand, but instead kept extending the line even though it had hit the ceiling, causing him to descend. At the last minute he grabbed it and met Hobgoblin on the upswing, hitting him on the chin with both feet in something like a kicking uppercut. He grabbed onto the glider's head with both hands and orbited it before letting go and sticking to a pillar.

Hobgoblin fell, landing on the Information Booth and smashing the famous four-sided clock to gears.

"Looks like you've run out of time, Goblin."

Hobgoblin pulled out a Pumpkin Bomb and threw it. Peter jumped off the pillar and onto the next one over as the bomb went off.

"You're okay as a Big Bad, chuckles, but you'll never be a pitcher in the big leagues!"

"Amusing, Spider-Man. I hope you find the thought of innocent blood on your hands as funny!"

Spider-Man turned to see that the pillar was toppling toward several oblivious people! Spider-Man kicked off his pillar, landed in a roll, came up running. With seconds to spare, he constructed a web between the two pillars on either side of the falling one. The webbing stretched with a _thropp_ , but held. The saved bystanders looked at him.

"How are you not aware that there are two superpowered beings fighting? GET OUT OF HERE!"

While he was busy with that, three transit cops had burst onto the scene and taken aim at Hobgoblin. The villain raised his hands in apparent surrender.

"I confess! I did it! I jumped the turnstile! And I'm glad I did it, see?" His glove blasters began to charge surreptitiously as he offered his hands to be cuffed. "Take me in before I kill again!

Spider-Man tackled him and the Goblin sparks went wild. One cop was hit in the leg by a stray blast, going down as his weapon went off, absolute pandemonium reigning. The superhumans rolled along on the ground until Hobgoblin grabbed Spidey by the neck and headbutted him three times, then rolled over so that he was on top and began choking Peter.

"Today you die, Spider-Man."

"I oughta make an MP3 of that line, I hear it so much!" Spider-Man heard a train coming.

Hobgoblin squeezed tighter. "That will be the last time you hear anything…"

Spider-Man pounded at Hobgoblin's back, inconspicuously attaching a webline to the small of his back. "I don't think so," he said hoarsely. "You see, I've made sure to _train_ for this."

With his other hand, he shot a webline to the passing train. He clapped his hands together, attaching the weblines. The conjoined webline pulled taut, yanking Hobgoblin away! Hobgoblin's armor sparked off the floor as he was dragged behind the train.

Spider-Man stood up as the glider flew past him to retrieve Hobgoblin. But he was far too beat to do anything about it. He rubbed at his throat sorely as the remaining cops aimed at him.

"Hold it right there! You're under arrest for obstruction of justice…"

Spider-Man webbed their guns up casually. "Heard it all before."

He jumped up onto the stump of the destroyed pillar, then again out the broken window.

* * *

For the last few minutes, Mary-Jane had watched in breathless suspense as the news copters tried to get an angle inside Grand Central Station, only managing to capture blurs of motion and violence. Finally, Peter reappeared, battered, but alive. She let out a breath she didn't know she'd been holding.

The variety of news media assembled pointed all cameras at him. Peter jumped down onto a news van, winded, and begins taking several deep breathes.

"The boom mike, the boom mike!" the reporter who'd so recently been in front of the camera said.

His grip held the boom mike up to Peter, who was still breathing heavily.

"Spider-Man, could we have a few words with you?"

"'Brancaleone', 'ratty', and 'commune'. Enjoy."

"What?"

"Oh yeah. I'm sure you're going to repay me for saving all your lives by calling me a mutant freak or blaming me for Apollo 13 or whatever. Guy gets a little tired of waiting for the applause to start, you know?"

"Well, no one knows you. You swing around on those webs and you wear that creepy mask…"

"Creepy? I just fought a guy who puts on make-up to fight me. _That's_ creepy."

"But who are you?"

Peter paused thoughtfully. "Me? I'm Spider-Man, sent from the planet Arachnitron 7, far, far away where humans and spiders live and mate in harmony."

Somewhere, J. Jonah Jameson banged his fist on his desk and shouted "I KNEW IT!"

"I was sent to Earth to research this thing you humans call… love. With Julia Roberts. And she is quite a handful in the bedroom, let me tell you!"

Everyone but Mary-Jane gasped. She stifled a giggle.

Somewhere, J. Jonah Jameson asked Betty Brant to dig up that photograph of Julia Roberts in a thong.

Peter shot out a webline as sirens closed in. "Well, looks like we're all out of time! Next, Hawkeye will be showing us how to make a great soufflé for only four dollars!" He swung away.

Minutes passed as the reporters tried to regain control of the story. Mary-Jane ordered another drink and waited for her cell to ring. It did. She answered.

"Yes?"

"MJ, it's me."

"What? I can't hear you."

On the other end of the line, Spider-Man pulled his mask up to his nose so his voice isn't muffled.

"Are you okay?"

"I'm fine, it's just a little loud here," Mary-Jane said as she moved to a quieter part of the club. Gwen and Liz had gone back to dancing. The TVJ was playing a pop single about Spider-Man and the whole thing had turned into an impromptu, post-ironic condemnation/celebration of the web-slinger.

"Yeah, well just thought I'd call you in case you saw any of that stuff on the news. You know, I'm okay, you're okay. Are you alone?"

"No one's listening in, if that's what you mean."

"No. Try to stay with crowds. Hobgoblin knows who I am and I pissed him off pretty bad, he might try something."

"What do you think I should do?"

"Get a taxi, go to your aunt's. I'm going to take the fight to Hobgoblin."

"Come back alive."

"If you insist. Oh, and I'm not really doing Julia Roberts," Peter added. "Just so you know."

"And here I thought I'd been overestimating you."

"What's that supposed to mean?"

"Nothing."

"I could totally bag Julia Roberts if I wanted to."

"I believe you."

"But I don't want to."

"Of course."

"She's not my type."

"Bye."


	14. Chapter 14

The Daily Bugle should have been winding down this close to closing time. But the Hobgoblin's latest rampage had energized it like a stick poking a beehive. And Jameson made for an irate queen bee.

Amateur pictures of the Hobgoblin were being brought to him, usually showing only a part of his leg or arm but mostly just a thumb over the lens. Jameson was obsessively cutting some pieces out and stapling them together, crumpling most to throw away. He was on a roll.

"Miss Brant! Cigar!" he bellowed, successfully lining up the Hobgoblin's elbow across two photos.

She picked up one intact cigar from his ashtray and handed it to him. He gave her an incredulous look before grabbing it.

"Where's Parker? He always seems to get good pictures of these costumed clowns."

"You fired him."

"Oh yeah. Best decision I ever made! We're better off without him! Where's Leeds?"

"That's what I'd like to know."

"What? When he gets back, tell him he's fired."

"Yes sir."

Robbie Robertson entered, Hoffman quick on his heels.

"Mr. Jameson, we can't run the Goblin on the front page," the harried advertising executive claimed. "We already promised the mayor..."

Jameson didn't interrupt him so much as disregard that he had ever been speaking. "Robbie, just the man I was waiting for! Do we still have the patent on the Green Goblin?"

"Yes, but..."

"Good! I want to know where he's been for the past four years and what Spider-Man… No, it can't be the same person. What's the relation between the old Green Goblin and this new…"

"Hobgoblin," Hoffman said.

"That sucks."

"It's what he calls himself."

"You'd think a guy who dresses up like he's giving out Halloween candy and flies around on a surfboard would be more creative. Okay, Hobgoblin, let's go with that."

Betty Brant had just gotten back to her desk after what seemed like hours on her feet (high heels were a bad choice) when Peter sat down across from her. It wasn't an unpleasant surprise; he was a good-looking kid and good company. She hoped he hadn't just now worked up the courage to pick her up. Things were just starting to heat up with Ned and… wait, wasn't he with that Mary Lane girl? Yeah. Good.

She hoped they weren't swingers.

In the time it'd taken her to think all that, Peter had graduated from a hopeful look to words. "Hey, Betty, Jonah in the market for pictures?"

"Always."

"He's not still… mad, is he?"

"He's Jonah."

Jameson screamed in inarticulate rage, rattling the windows. "Who put mustard on this ham and cheese mayo!?"

Peter found something of interest about his feet. "Point, point."

"Oh, by the way, have you seen Ned?" Betty asked.

"Nope, sorry."

"Well, if you find him, tell him to not bother calling me after skipping dinner last night. But, you know, tell him you're sure I'll calm down after he gets me some flowers."

"He skipped dinner?"

"Yes. I was finally going to introduce him to my mother."

Peter stood up awkwardly. "Well, I'm sure something important came up."

"Yeah. Like taking pictures. What is it with you photographers? Always think that camera gives you an excuse to run off as soon as there's some excitement in the air. I swear, Ned's the last photographer I'll date. I couldn't live, always wondering whether or not someone I love is going to come home or not."

Peter froze like a deer in the headlights. "But… that's just you, right?"

Betty looked up at him sweetly. "Ah, don't worry Peter. You'll find someone who can keep up with you. If the office gossip is right, you and the boss' almost-stepdaughter…"

Peter wasn't listening to her. He was watching Ned, who'd entered with a bouquet of flowers. Peter patted Betty's hand and said, sotto voce, "Listen, Betty, go easy on him. I'm sure he has a good reason.."

He walked away, passing Ned. The photographer bumped into him, knocking him against a lunch table. "Stay away from my girl, Parker," Ned said in a fierce whisper too low for Betty to hear.

Before Peter can retort, Leeds was away and presenting his flowers to Betty. _There's gratitude for you…_ Peter thought to himself. _And he went missing last night, same evening as the Oscorp break-in… great, now I'm seeing Goblins in every corner._

"Parker!" Jameson yelled from the doorway. "What're you doing here, chatting out my employees when they should be working? This isn't a lonely hearts club! You wanna stay around here, get some pictures!"

"I did, sir—" Peter started to say, when Ned cut in front of him.

" _I_ did, sir."

"Leeds! What are you doing here? Haven't you heard you're fired?"

"I've got pictures of the second Green Goblin."

"Welcome to the Daily Bugle," Jameson 180ed. "And it's not the second Green Goblin, kiddo... it's the Hobgoblin!" He looked over the photos. They weren't just good. They were amazing. He might actually have to pay what they were worth. "Kid, you're going places!"

"Really?"

"Yeah! To Smith, and tell him to run these front page!"

Leeds turned so fast that he crashed into Peter. Photographs scattered to the ground like shrapnel from an explosion. Peter said sorry and bent down to help Leeds clean up. He paused on one of the photos. It wasn't just good. It was amazing…ly suspicious.

"Nice pix, Ned. How'd you get them?"

"Same way you get all those shots of Spider-Man. Secretly." Ned snatched the photo from Peter's hands. "How's it feel to be second-best?"

He walked away.

Peter stood, starting to wonder if it was fair to punch Ned out when there was probably no way he was the Goblin. "Mr. Jameson, may I see you for a minute?"

"Wassamatter, Parker?" Jameson barked, stubbing out his cigar. "You forgot what I look like?"

"Nobody could forget a thing like that, sir! I've got photos that are…"

"I'm not buying anything from you!"

Robbie nudged Jameson. Hard.

"You're lucky, Parker, my son seems to have taken pity on you! I'll give you one chance to redeem yourself; what've you got?"

Peter handed Jameson some photos of Spider-Man fighting Hobgoblin. _Pretty good_ , Peter thought to himself. _Got the camera placed nicely, had the flash precisely calibrated…_

"What is this crap? More Spider-Man garbage? We've got two new, **fresh** freaks running around the city and you can't take pictures of them? "

"But I've got…"

"Leeds' photos have yours beat all to hell. Get out of here. Come back when you've got something that doesn't look like it was shot by a tourist."

* * *

As soon as Peter got home (having run at least a thousand variations on plugging Ned's big mouth with some particularly foul-tasting webbing through his head), he looked for a listing on Donald Menken. Nothing came up. He called Robbie to ask for Menken's address, and Robbie promised he'd get to it as soon as the Bugle saw print. With nothing better to do, Peter submerged his frustration into work. He had an old science project in a drawer of his desk. He dropped it on his table and started fiddling.

Next thing he knew, Mary-Jane was shaking his shoulder. He'd fallen asleep in front of his junkyard salvage, bracketed by old radios and monochrome TVs, with a few tiny screws embedded in his cheek. He brushed them away.

"Dinner with the aunts, you in or out?"

"In." Peter cracked his neck. "I was just about to give this baby a test run…"

"Give what a test run?"

Peter picked up a flat, spider-shaped disk about the size of a dime. He pressed one side of it to the wall; it stuck there.

"That's not all it does, is it?" Mary-Jane wasn't unimpressed, just impatient.

"Watch and be amazed." He peeled it off and handed it to her. "Hide it somewhere."

"We're going to be late."

"Seriously, it will just take a minute."

Mary-Jane sighed and backed away from Peter. He had his eyes closed. After a quick check to her watch, she slipped the disk behind a book on his bookshelf.

"Okay, it's hidden."

Peter stood up, eyes still closed and walked straight to the book. He paged through it. Then he opened his eyes as he held out the disk to her.

"How'd you do that?"

"A rare mineral that seems to trigger my spider-sense when an electrical current is run through it. Just combined it with some hearing aid batteries and voila! Homemade tracking device."

"That's nice, but what can you use it for?"

"Well, if I want to follow a car..."

"You're Spider-Man. Why don't you just follow it?"

"Because I have to do something else, like fight a supervillain or put out a fire."

"Okay, so why don't you just get the license plate number?"

"I'm Spider-Man, not T.J. Hooker! It's not like I can call up the cops and say 'Hey guys, could you do me, Spider-Man, a favor and keep an eye out for this car? Thanks a bil!'"

"No need to get snippy."

"I'm sorry but..." Peter tossed the spider-tracer from one hand to the other. "Well, can't you see how cool this is?"

"It's a tracer. Every law-enforcement agency in the country has one."

"And now so do I! And it only cost me an old TR-80 and some stuff on clearance at Radio Shack!"

Mary-Jane couldn't help but fall for his giddiness. "Okay, so what do you call it?"

"I was thinking... spider-tracer!"

"Right. Now can we go down to the spider-mobile and drive to your aunt's spider-cave?"

Peter smiled before his expression fell. "Just let me grab something."

" _Hurry_."

Peter shoved something off his card table and into a satchel, which he slung over his shoulder as he followed Mary-Jane out of the apartment. It wasn't until they were safely buckled into the car that he laid it out on his lap.

"When Hobgoblin started making threats… I was afraid I'd lose you. All my old fears about them getting to me through you came back to life."

Mary-Jane looked over at him. Peter's head was downcast in a melancholy and he wasn't looking at her. "Are you trying to break up with me or something?"

"No. I need to give you something."

He pulled out a strange-looking device out of his satchel. It looked something like a modified remote control.

"What is it?"

"I haven't really thought of a name yet, but it uses electromagnetic waves to disrupt mechanical systems… I'm a little woozy on the details right now, but that's probably because I haven't been getting enough sleep. But if Hobgoblin attacks you, try to use this on his glider. Should mess up his day. I was building it to use myself, but you need it more."

Peter was trying to stuff it into her purse. Mary-Jane shoved it away. "No, you do. You go out there, looking for fights…"

"I couldn't bear if anything happened to you. Take it."

Mary-Jane did. Looking down on it, she saw the spider-suit below her, freshly sewn-up but still dark with faded blood.

"What if something happened to you?"

Peter turned a little, as if hiding his bruised side from her. "Me? I'm the Amazing Spider-Man. Nothing can touch me."

Mary-Jane took his hand and sat down on the couch with him. Peter kept standing, his hand trailing down to MJ. "What would you do if I asked you to stop?" Mary-Jane picked up his mask and held it out to him. "To give up Spider-Man for me?"

Like a gutshot man, Peter sat down beside her. A long moment passed, Mary-Jane's expression giving not an inch. Peter turned the mask over in his hands, over and over, not meeting her eyes or its. He finally broke and looked at her. She had settled across the couch with her head on the armrest's cushions, a throw rug wrapped tightly around her like she was a sick person.

"Yes," he said at last.

"But I'm not asking you."

"No, you're not." Neither of them were sure whether it was an observation or an order, so Peter just leaned over and kissed her. The phone rang. It was Robbie. Not much to go on with regards to Donald Menken, but Robbie had managed to dig up his address. Mary-Jane settled in on the couch, arms wrapped tightly around herself. Peter grabbed a fresh spider-suit from the closet. _Looks like it's time for Dr. Spidey to pay a little house call._

Mary-Jane yawned, catching him at the window. His mask and costume were on, and he wondered how he look to her through the haze of the waking dream.

All she said was, "Don't." She got a look on her face like she regretted it, but he knew she meant it.

"I have to." He went to her and pulled up his mask to kiss the top of her head. "I'll be back soon… Go get 'em, tiger?"

"Yeah, sure, whatever."

* * *

The nurse was nice enough. She reminded Curt of Martha, just a little bit. But she was used to deformity; she didn't shy away when presented with his missing arm. That didn't remind him of Martha. Not at all.

"You're a very lucky man." All the policemen had said it. To escape from Doctor Octopus with only small cuts and bruises… how was that possible? Curt couldn't answer them. He'd gone to sleep a dying man, expecting never to wake up… and then he'd woken up with a new lease on life.

Tomorrow, the doctors would be content with his good health and let him go home to his family. Curt couldn't wait, even if Martha would look at him, thinking him weak, thinking him less of a man. Not just half-formed, but sickly, ill, deathly. Yes, that was how she would think of him.

His stump began bleeding again. The stitches must've popped. He pressed the aid button, summoning a nurse.

So far, none of them had been able to figure out why Doctor Octopus had sliced open the stump of his right arm. Or why it kept bleeding.


	15. Chapter 15

Flash Thompson had made Peter's life in high school a living hell. He'd bullied him, belittled him, and just generally tormented him for four years. Then one day a spider had bitten the webbing of his hand and everything had changed.

It'd been over two years since Peter had turned the tables on Flash, and since then he'd never given the jock any thought. Until he saw the "birthday present" that had once enthralled Mary-Jane driving down the street, his only option for chasing down Doc Ock.

Hopefully, Spider-Man would get a warmer welcome than puny Parker.

Spider-Man swooped down and landed in the passenger seat, making Flash do a double—make that triple—take.

"Spider-Man! I'm your biggest fan. You hit like a linebacker, move like a full receiver!"

"Great. Listen Flash, I need your help."

"You got it."

"You any good with this thing?"

Flash rubbed the leather of his steering wheel lovingly. "I'm the best."

"Fantastic!" Spider-Man pointed at Ock's vehicle. "Catch that… car!"

"Anything you say!" Flash stepped on the gas. "But how'd you know my name?"

"…read your mind with my spider powers."

"Awesome!"

The BMW didn't sputter or cough like Peter's scooter did, it just sped up smoothly. Flash neatly maneuvered the car in-between traffic like a quarterback through the defensive line.

At last, Spider-Man climbed out onto the hood. "Keep up. Stay on top of him!"

Flash gave him a thumb's up.

Spider-Man leapt onto the hood of Ock's car.

"License and registration, please."

Tentacles smashed through the windshield. Spider-Man narrowly dodged them, bending over backwards before handstanding to kick through the crumpled remains of the windshield. His foot slipped into the steering wheel and spun the Acura into a spin-out.

Octavius left driving to one tentacle and used the others to ascend over the car. He plowed into Spidey, sucker-punching him repeatedly. Just as Spider-Man was ready to fight back, a tentacle grabbed Spider-Man and slammed him against the unlocked trunk, causing it to pop open.

Peter grabbed a tire iron from the trunk and blocked a tentacle with it. "You killed Donald Menken! Why?"

"He outlived his usefulness to me. Imagine what I'll do to someone who's been a hindrance." Octavius wrapped one tentacle around the car, and drove the other three into the ground. Spider-Man went flying as the car stopped. Octavius set the car down with tires still spinning, intent on running Spidey down.

The BMW had passed by during Octavius's stunt. Spider-Man shot a webline onto its rear bumper and was pulled behind it the second before Octavius could run over him. The left front tire spun between his legs, inches from his crotch. Octavius put the pedal to the metal; Spider-Man pulled himself along the webline just as fast

Flash looked over at a pretty girl in the next car over.

"Wow, is that really Spider-Man?" the woman asked.

"Of course! Him and me hang out all the time."

"Are you like his sidekick?"

"More his partner. I..."

Spider-Man climbed onto the BMW just as Octavius rammed it. The web-slinger jumped over onto the other car as a tentacle came down like a hammer on the BMW. He landed, looked down through the car roof.

"Ma'am."

The woman looked up at him, a million questions for the mysterious vigilante running through her head. "Are you really strong?"

"Listen, babe, I hear he's got radioactive blood!" Flash answered for him.

"Whoooa," she said dreamily.

"Thanks. I could use the self-confidence."

Ock's car pulled up along the other side of them. The interior of the car was now filled with Octavius's waving tentacles. Two smashed through the passenger-side door.

Spider-Man grabbed one in each hand and bashed them together. _Geez, what happened to just flipping someone the bird?_ "What'd you want from Menken that was worth killing him?"

The girl took charge, cutting off Ock's car. Spider-Man rolled onto the trunk and brandished the tire iron like a sword. Ock climbed through the windshield, letting his lower two tentacles drive, and put up his upper tentacles like 'dukes'.

"Simple! I thought about what you said in our last encounter."

"You were right. Killing Osborn would be too quick, too… artless. But to drag his name through the mud, to expose him as the villain he is! Yesss…"

Despite having his balance thrown off – the whole "on top of a moving vehicle" thing – Spider-Man continued to fight, barely fending off both tentacles. "What's that got to do with Menken?"

Octavius folded his arms mockingly across his chest. "I remembered him from my days at Oscorp. The goblin glider was his pet project. The upgrades your Hobgoblin uses could only be attributed to him."

"You're saying he knew who the Hobgoblin was?"

"Is." Octavius's tentacles bypassed Spider-Man to grab the girl by her throat. "I tire of this. Surrender or the next ride she'll be taking will be in a hearse!"

"Boy, you sure do have a way with women!" Spider-Man quipped before he threw the tire iron.

It hit Octavius's face like a brick, rolling him back into the car. Rubbing his bruised head, Octavius noticed the cruise control on his stolen car. Smiling darkly, he turned it on.

Spider-Man leapt toward the Acura. "Who's the goblin!?"

All four tentacles busted through the windows of the Acura and attacked, air-juggling him higher and higher.

Far behind, Flash was still driving his BMW. The strain of Ock's attack was taking its toll; the car was steaming and chugging like an old lawnmower. Flash saw Spider-Man arcing through the air like a rocket. Didn't have a clue what to do.

Spider-Man saw him. The spider-sense ringing in his ears suddenly deadened. "Flash! Hit the brakes!"

Flash did. Spider-Man landed comfortably in the backseat.

The sun was just starting to rise. The Brooklyn Bridge loomed ahead, the six thousand foot suspension bridge that linked Manhattan to Brooklyn. Its two towers stood with both feet buried in the East River, miles of suspension cables shining like prison bars in the early morning sunlight. Octavius roared through the toll booth.

The BMW was hot on its heels. Flash had to slow down. Traffic jam.

"Goddamn traffic," Flash grumbled.

Spider-Man jumped out. "Try to stay with me. I don't want to lose him!"

Speeding along the bridge, Octavius saw no one. But high above, Spider-Man swung off the first tower. He leapt down onto an eighteen-wheeler. Octavius heard the impact and looked up.

"It can't be..."

He swerved his car and it traveled _under_ the big truck. With a big smile, he sent one tentacle pistoning upwards, causing the truck to tilt sideways. Spider-Man rolled along the top, grabbing onto the edge. Octavius drove out from under the eighteen-wheeler, looking up at Spider-Man.

"Haven't you given up yet?"

"You know what they say, keep on trucking!"

Three tentacles lashed at Spider-Man. He let go of the edge with his left hand and turned so that his back was to the truck. The first tentacle hit right where he had been a moment ago.

Spider-Man continued to 'roll' down the edge of the truck as more tentacles attacked. Finally, he let go, sticking to the side of the truck by his feet. There, he webbed two of the tentacles to the truck. He grabbed onto the third one and slid down it like a pole. Collision course with Octavius.

Doctor Octopus, thinking fast, tilted the tentacle sideways and began shaking it. Spider-Man was thrown off. He stuck onto the side of another eighteen-wheeler. Octavius grabbed the two semis' undercarriages with his free tentacles and pulled the trucks together! Spider-Man kicked out with his legs, pushing the first big truck back.

His feet made indents in the trailer. "Nothing like this ever happened to me when I was safety guard!"

With a chorus of groaning metal, the two trucks came together. Beneath the conjoined eighteen-wheelers, Octavius laughed blackly. "Yes! At last I'm free of you, insect! At last I'm..."

He pulled the trucks apart with his tentacles to see no flattened webhead, but instead a man-sized hole in the first truck where Spider-Man was holding them apart.

"What's this?"

With an explosion of debris, Spider-Man **smashed** out of the first truck's cargo trailer and landed on top of the car.

He stuck his head down in front of the windshield. "As I was saying…" Spider-Man reached through the windshield, grabbed Octavius's head, and smashed it against the steering wheel repeatedly. **Honk!** "Who! Is! The! Hob! Goblin!?"

Ock elbowed Spider-Man in the throat, then hit the seat recline button. The motion of shifting backwards was so swift that Spidey fell over the backseat and onto the trunk.

"At first Menken said it was Roderick Kingsley. An obvious ruse. A little pain gave me the truth." Two tentacles snapped at Spidey, who dodged and weaved between them. He didn't notice the two webbed-tentacles breaking free. "Let me demonstrate."

They grabbed Spider-Man from behind, by the shoulders, and held him up.

"Must you demonstrate everything?" Spider-Man asked, kicking his feet wildly. "It makes you look like a lousy communicator. Use your words, Ock."

A third tentacle stopped inches from his face. It fanned out the buzzsaw and moved towards the nap of Spider-Man's throat...

"Words aren't enough to express my sheer hatred for you!"

* * *

Flash's BMW coughed and wheezed as it tried to keep up. Flash whispered to it in a low voice, "C'mon, baby. Just one more time for Old Papa Flash..."

He jammed on the gas. Success! It took off like a nitro-infused cork and rammed the Acura. Shocked, Octavius let Spider-Man go. The webhead landed upside-down in the BMW as it gave up the ghost. Octavius frowned after him.

"Good riddance, you loathsome little..."

He tried to let up on the gas pedal. Nothing. He looked down. Spider-Man had webbed it to the floor! Octavius looked up to see one of the trucks that he'd damaged had pulled over. He was going way too fast to avoid it.

"Oh dear."

 ** _Krrrrraaaashhhh!_** His Acura hit, bounced off, and flew through the air before landing. It was downright NASCAR.

* * *

Spider-Man extracted himself from the stalled BMW. "Hey, you going to be okay?"

"I lost my virginity in this car..." Flash said, lovingly petting the leather of his broken ride.

"Way too much information there, kiddo. Catch ya on the flipside." He ran after Octavius, having a private giggle-fit over calling Flash 'kiddo'. Then he stopped and ran back. "Just out of curiosity, to whom?"

"Oh? Some blond chick…"

"Say no more." He shot out a webline and swung away.

"Hey, call me sometime! If you want another team-up! I could be like that chauffeur dude in The Shadow!" Flash's face returned to his devastated car. "No way the insurance company is going to believe this."

He sunk his head into the driving wheel. The car horn honked for a drawn-out moment, then it too sputtered out.

The girl pulled up next to him. "Need a lift?"

No time for mourning now. Flash sat up and perked up, big shit-eating grin on his face. "Who's offering?"

"Felicia Hardy." She watched Spider-Man go after Ock, intrigued. "Woman of notoriety."


	16. Chapter 16

The vanity reflected the three images of the Hobgoblin, finishing his transformation from man to superman. He was brushing his make-up on like a hunter applying war paint. Finished. He stood, put on his helmet, and walked to his glider. He passed a TV showing the battle between Spider-Man and Octavius, switching it off.

"Wait'll they get a load of me..." 

* * *

A truck driver ran up to the tangled wreckage of Octavius's Acura. "Anyone alive in there?"

A tentacle shot out, impaled him through the chest and came out his back covered in blood. The other three tentacles ripped Octavius loose of the twisted wreckage.

"Just us five."

His tentacles reached out behind him. A claw grabbed hold of a high tension cable, whirred shut with a mechanical hum. A second claw grabbed hold. Now, locked onto the cable with those two claws, Doc Ock started to pull himself up, using the other two claws, arm over arm, toward the top of the Manhattan Tower.

Spider-Man landed, hands and feet clinging to the vertical high tension wire. He nimbly plucked his way up the wires, shadowing the nearby Octavius.

Ock spotted him. He pushed off the high tension cable, toward the next one, wrapped his tentacles around it and continued on to the next one. Spider-Man continued climbing. He reached one of the upsweep cables that led to the top of the Manhattan tower. He ran its thirty degree angle with incredible speed, then _jumped_ , out over open water. Shot a webline onto the bottom of the upsweep cable and swung toward Octavius, catching him in mid-jump with a dropkick, sending them both flying high above the bridge.

"Just like an octopus. Bringing tentacles to a web-fight." Spider-Man shot twin streams of web **past** the writhing Octavius, constructing a web between the two cables that Octavius was flying toward. Octavius hit and was stuck there like a fly.

Spider-Man landed over him. "Now then, where were we? The true identity of the Hobgoblin?"

"Isn't it obvious? Harry Osborn." His tentacles began ripping through the web.

Spider-Man backhanded him. "You're lying!"

"What reason would I have to lie?" Octavius kept ripping away chunks of the web.

Spider-Man weaved new strands. "You said it yourself, you hate Osborn! You want to frame him!"

"Perhaps. But I don't need to." Octavius grimaced in frustration as his tentacles were bound in layer after layer of webbing. "Perhaps the question is, what reason would you have to doubt me? Osborn was the one who sent me to kill you."

"He's not like that! He was going through a rough patch, but he's better now!"

"Don't you get it, Spider-Man? We're all 'like that'."

"Why don't you just shut up?" Spider-Man demanded, punching Octavius out with more force than he usually used. It took him a moment to realize he'd broken Ock's nose from the blood dripping off his knuckles. "You don't know him."

Suddenly, the familiar jet whine and that _cackle_.

"I picked the wrong week to quit smoking." Spider-Man jumped off the web as Hobgoblin threw a pumpkin bomb. He was out of danger, but the bomb was heading right toward Octavius! Peter snagged the pumpkin bomb with a webline and whipped it away. It exploded harmlessly in the air.

Spider-Man landed on a cable and Hobgoblin, cackling, hovered over the Manhattan Tower.

"This seems familiar," the Hobgoblin said, tapping his pointed chin. "A goblin, a spider, a bridge… all we need is a hostage. I don't think the cephalopod counts."

Hobgoblin rocketed toward Spider-Man, who leapt from cable to cable. The maniac weaved between the cables, trying to catch Spider-Man. Unexpectedly, Spider-Man stuck to a cable. Hobgoblin flew past accidentally and Spider-Man jumped onto his glider from behind, putting him in a full-nelson.

"Pew! Have you considered changing your deodorant, _Roderick_?"

"Roderick can't come to the phone right now, Peter. I'm the goblin." Hobgoblin did a loop-de-loop, dropping off the upside-down glider along with Spider-Man. Freed in mid-air, he whirled around and kicked Spider-Man away as his glider caught him.

"Wendy, I can fly!" He threw a goblin grenade at Spider-Man. The pumpkin-like vertical bulges exploded into Razor-Bats and attacked. Spider-Man shot a web out, caught the opposite high tension wire, swung on the biggest arc ever. Speeding away from the Razor-Bats.

And on a collision course with the unconscious, webbed Octavius.

"Octavius! Wake up!"

He swung over Octavius, rattling the web with his foot as he passed. Octavius groaned and began to come to. He saw the Razor-Bats coming.

"What's this?"

Like a knife throwing trick in a magic show, all the Razor-Bats missed him, but tore through the web. He was freed enough for his tentacles to exploit the sudden holes. He began climbing the two cables in his unique way, tentacle over tentacle. This process left one tentacle free at all time and he used it to destroy the attacking Razor-Bats like King Kong swatting bi-planes.

Spider-Man had reached the apex of his swing. He began to swing backwards; right into Hobgoblin. The villain grabbed Spider-Man with a silver-threaded snare and dragged him away, bashing him against the upsweep cables before carrying him upwards.

"Come on, dear. Let's watch the sunset together!"

They ascended thousands of feet as Spider-Man blasted impact webbing into Hobgoblin's back. The goblin shrugged them off like they were spitballs. His helmet closed.

"A pity you don't have an oxygen supply like mine! The air's quite thin up here, you know?"

Spider-Man formed a glob of liquid webbing and threw it past the Hobgoblin. They collided. It covered Hobgoblin on contact! With Hobgoblin netted, Spider-Man managed to slip his foot out of the snare.

Peter reached terminal velocity, tumbled through the sky over the Brooklyn Bridge, the ground racing up at him, fast and inevitable. No time for anything fancy. He stretched out his arms, shot out webs, one after the other, trying to catch them on everything, anything. Finally…

 **Splat!**

A web stuck to the first Manhattan Tower. It tightened, changed the angle of his fall, turned it into a swing, he soared through space, a huge arc, for a moment or two he was right in the middle of traffic, swinging against it. Right toward an oncoming car.

With the tip of his toes, he managed to touch the pavement and hurl himself out of the way. Then he was up, up, let go of the webbing, heading for a dead-on collision with the second Manhattan Tower before he began to drop again. This time his head had cleared more. He shot a webline out and swung around the Tower several times before slamming down on top of it. Spread-eagled, back nearly broken.

Hobgoblin was there. Ready and waiting. He threw a pumpkin bomb.

Spider-Man mustered all his energy, rolled out of the way. The blast picked him up and threw him across the tower. He landed painfully on the opposite side, completely spent.

But Hobgoblin had another pumpkin bomb.

"Goodbye forever, Spider-Man!"

He threw it. For a horrible moment it seemed to hang in the air, pregnant, glowing bright as a torch..

Octavius caught it in a tentacle and crushed it!

"Spider-Man is mine to kill! Mine!"

Hobgoblin braked into a hover, gobstopped. "What are you doing!? You psycho!" he yelled, somewhat hypocritically.

"Genius has always been reviled by the ignorant!" Octavius said smugly.

Hobgoblin flew at Octavius, firing his glider's machine guns. Octavius deflected them with his arms. The drill bits on Hobgoblin's glider whirred, aimed squarely at Octavius's heart. Octavius gripped the floor with his lower pair of tentacles, using the upper pair to intercept the glider. It jerked to a stop, throwing Hobgoblin clear. The Goblin plummeted towards the ocean. His glider flew to catch him, but Octavius hung onto it with two tentacles, the other pair anchoring him to the ground.

Spider-Man was still groggy. He'd crawled to the edge of the Manhattan Tower, one arm dangling over the edge. _But I'll be damned if I'm going to stand by and watch someone die, even the Hobgoblin._ He threw his arm up and fired a webline…

It snagged Hobgoblin. He began to swing back towards the bridge…

"No! I won't be saved by the likes of you!" He severed the webline with his glove blaster.

Spider-Man cried out, but there was no need to worry. Hobgoblin spread out his cloak to parachute down, landed safely on the bridge. He stuck the length of webbing into his Goblin Bag, came back out with two Goblin Grenades. He pressed a button. The sphere split in half, the half sections articulated out and the inner structures unfolded to become wing-like. The individual 'bulges' straightened out with the first flap of the wing. The stems turned into the butts of laser cannons. The Goblin Birds flapped upward and attacked Octavius, who had to let go of the glider to fend them off.

Spider-Man was still out of it. He looked around. "I can see my house from up here…"

Hobgoblin mounted his glider and ascended toward Octavius, who ripped a piece of concrete off the tower and threw it. A Goblin Bird was obliterated. The survivor fired a laser; Octavius blocked with a tentacle. The blast made the hit tentacle segment glow red-hot. Octavius retaliated, boxing the Goblin Bird in with all four tentacles, then closing in for the kill… The bulges, like feathers, drifted downward on the wind…

Hobgoblin flew over Octavius and threw another bomb at him. Octavius slapped it away with a tentacle, not noticing that it landed next to Spider-Man. Octavius's tentacles latched onto the glider. He was carried away.

Spider-Man weakly pushed himself off the tower before the pumpkin bomb could explode.

No energy left whatsoever. Nothing. But fate smiled on all of us sometime and Spider-Man landed in an open-bed trailer transporting bales of hay. Spider-Man looked around, amazed to be alive.

"Well, it's better then kitty litter…"

He laid back and took a siesta.

Over the Brooklyn Bridge, Hobgoblin tried to shake Octavius loose. Octavius's tentacles lifted him up in front of the glider and allowed Ock to deliver a punch to Hobgoblin. But Octavius's human limbs were still those of a scrawny scientist and Hobgoblin laughed off the blow.

"Pathetic."

He slapped Octavius. Octavius's sunglasses dangled from his ears. Hobgoblin was taken aback by the sight.

"What's wrong with your eyes?"

Ock brought up two tentacles and attacked Hobgoblin as he corrected his sunglasses. "They're the window to the soul… and I've been a little lacking in that area lately."

Hobgoblin grabbed each of the attacking tentacles, holding them at bay with incredible strength. Octavius set himself down on the glider, his feet astride the flying wing.

"I'm really going to enjoy this…" Octavius snarled.

"Not as much as I will, Beaker!"

With a touch of his wrist console, Hobgoblin detached the wings of the glider from the central tube. He settled on the tube like a broomstick rocket. The wings continued on course, carrying Ock over the open sea. Octavius used his tentacles to throw himself off the glider towards land. Hobgoblin pressed another button and the wings detonated, the explosion washing over Octavius. Octavius screamed, on fire, as he fell several hundred feet down to sea.

"Always knew you'd make a big splash, Otto! Hope you wanted a burial at sea!" Hobgoblin laughed and flew off to repair his glider.

* * *

Curt wasn't woken up by pain, even though his skin was clinging to the stake-sharp tip of his stump's armbone like it was the rib of a famine victim. He was woken by hunger.

There were some pork chops that were still in the shrink-wrap, red and unseasoned and barely frosted from the refrigerator. He heated them in the microwave until they smelled sickly sweet to his nostrils, like too many candy canes sweating on a Christmas morning, and then he ate them raw. Didn't even bother with a fork, just ripped them to shreds in his teeth.

Licking his fingers clean, he sat and looked at a piece of paper held to the fridge door by magnet. It was an article from Popular Science. An article he'd written.

It all started off so simply. A lizard can release its tail from its body when confronted by a predator, leaving the amputated body part squirming to distract the predator as it seeks shelter. Amazingly, a new tail grows back. An entire body part from nothing! Using neogenics, the manipulation of DNA itself, this process can be transferred from reptiles to mammals.

Connors looked at it with a slit-pupiled eye.

His son was asleep in bed. His dog was asleep in the backyard. Where was his wife, his woman, his mate?

Headlights cut off at the end of the street and the car glided in through darkness, parking in the driveway. Even from the kitchen, Curt could smell the perfume. The sweat. And underneath it, something salty and guilty.

He stood, walked, sifting through the shadows until he heard a key turn in the lock. Martha walked in. Her dress was short, her make-up made her look as garish as a clown. He waited for her to notice him, breathing in and out, blinking only once in a lifetime.

"Oh, Curt, I didn't see you there."

He walked forward, now not bothering to compensate for an arm that wasn't there, a phantom limb that threw him off with its weightlessness.

"I was just going out to get ingredients for tomorrow night, but the stores were closed… apparently one of the restroom toilets backed up…"

His sole hand flexed and squeezed and tightened into all sorts of interesting fists.

"I can smell him on you," Curt said.

Martha looked over him in a kind of panic. "Curt, you were…. All that time on that weird project of yours, and he, he, he was just so attentive, so nice…"

"And he had two arms. Didn't he."

"It wasn't like that, we barely even… we just talked… Curt, your arm is bleeding."

Blinking rapidly, Curt held his hand up in front of his face.

"Not that arm."

With a tearing sound more wet and slick than any paper, a jagged edge of bone poked through the skin of his stump, finally letting loose a splatter of blood that jolted the white plaster wall.

Curt raised his arms to shield his face from this new threat, this monster growing out of his own body, and his new elbow bent obligingly, spilling more blood. Then the bleeding stopped. The bone glistened a dark crimson in the moonlight before the skin grew over it, once more sealing it in. Curt used his real hand to try to wipe the blood from his face, but only succeeded in smearing it further into his skin. He laughed, turning to Martha as she stared in horror.

"It worked."


	17. Chapter 17

Peter wasn't moving when Mary-Jane found him. He was in his apartment, halfway in the process of winding a bandage around his arm, but he'd long since just frozen. The bandage had slipped from his hand and was stirring across the floor in the breeze from the air conditioner. She set her things down on his desk, rounded the couch to him, and took the end of the bandage, tying it off at his elbow. He wasn't crying, though his eyes were red.

There were bloodstains on the couch he was sitting on, and Mary-Jane tried to think of what to say as she checked his injuries. She settled on the timeless classic of "Are you okay?"

"I thought I would be," Peter said. He rubbed at his nose, his damp eyes. "It wasn't supposed to be like that. Doctor Octopus is dead."

"So… one down, one to go?"

"It's not _like that_!" Peter hissed, looking up at her. He instantly softened, regretting the harsh words, and gave her a consoling half-smile that died momentarily. "You didn't know him before the accident. Ock… _Otto_ was a good man. It was one thing when he sacrificed himself to save us – he was sane and, and righteous. But like this…"

Mary-Jane found a bowl of bloody water with a washcloth in it. She wrung the washcloth out, dipped it in a glass of water, and dabbed at Peter's more cosmetic wounds. Dried blood and weird bruise striations. "You can't save everyone."

"I didn't even try. I wrote him off. Didn't even put any thought into it, just…" Peter lifted his hands in a helpless gesture. " _I softened him up for the Hobgoblin_. He was sick, and I should've helped him. That's what I do, right? Help the weak, the defenseless. Where was I for him?"

Mary-Jane wiped at his split lip, shutting him up. "Otto didn't want your help. He made a decision."

"What kind of a choice did he have? Those damn tentacles attached to his body, his wife dead…"

"We always have a choice," Mary-Jane said. She wiped the last of the dried blood from Peter's brow. "I'm just glad you're okay."

She kissed him, gently, and after a moment he opened his arms to let her embrace him. It didn't hurt, her kneeling on the couch beside him, leaning into his touch, smelling of nature and strawberries and nothing like the smog of New York.

"I don't deserve you."

She brushed some hair out of his face. "Yes. You do." She kissed him again, longer, before drawing him into a prolonged hug. "I know what'll cheer you up. Harry's party."

"I'd forgotten," Peter said dryly.

"I didn't." Mary-Jane picked up a garment bag from the desk. She unzipped it, revealing the velvet darkness of a tuxedo. "Try it on."

Peter liked the mischievous grin MJ had at the thought of him in a tux almost enough to smile. "Yes ma'am."

* * *

Captain George Stacy felt old. He'd felt old since Giuliani was mayor. Gwen was getting to that age where the media insisted she'd be experimenting with… stuff. Going to raves, getting stuff slipped into her drinks, drinking, driving. He just wanted to keep her safe, but now there were freaks of all sorts flying around the city, burning up town…

Well, scratch one off the list. And good riddance at that.

He walked through the busy police station, relaxing with the knowledge that Dewolff would be handling clean-up. She seemed like a capable officer, though they hadn't formally met yet.

George dodged out of the way of the mayor's representative, making his way into his office. Harry Osborn was waiting for him, looking antsy. Practically crawling out of his chair. George almost would've pegged him for an addict, except the Osborn kid froze and fixed George with a grin that no speed freak could've managed.

"How you doing, son?"

Harry neatly folded his fidgeting hands together. "I would like to get back to running my business, if you don't mind."

George sat down on the edge of his cluttered desk. "Mr. Osborn, a death threat by Otto Octavius is nothing to laugh at…"

"He's dead, isn't he?"

George held up a hand, cautioning the young man. "That is, as of yet, unconfirmed."

"Unconfirmed?" Harry slid to the edge of his seat, hands white-knuckled on his knees. "Couple thousand commuters see him getting blown up in mid-air and it's unconfirmed?"

"We'll still sweeping the bay. You know how it is. If you don't see a body…"

Harry stood, cracking his neck. "I don't need to see a body. He's dead. Now I would like to attend to more pressing matters. Important people have been invited to my birthday celebration and I'm not going to let some dead maniac intimidate me into rescheduling."

"Mr. Osborn, I urge you to reconsider."

"Urge away. But I'm leaving. So either charge me with a crime or get out of my way."

George tried to stare the kid down. He'd done it before, with a million young Turks, but for some reason this one didn't back down. His brown eyes, flecked with green, stared into George's without blinking or wavering. George had seen suspects quail under his will, but Harry just kept staring. And slowly, George began to wonder if a rabbit felt like this when an eagle was staring at it, about to strike.

George looked away, missing Harry's triumphant smirk. Osborn walked away. George's phone was ringing anyway.

He picked it up. The voice on the other end he'd heard before, but only in snippets, terse replies, or more likely the sharp quips heard through news feeds. But over the phone, with crystal clarity, it set off a bomb-blast in George's mind.

"George Stacy?"

"Spider-Man."

The voice didn't lighten, or joke, or quip. "Yeah. The Hobgoblin is Roderick Kingsley. Roderick Kingsley."

"Are you sure?"

Spider-Man barely hesitated. "Who else would it be?"

Dial tone.

George set the phone down. Then he dialed the district attorney. "I need a warrant."

* * *

Everything was coming up Kingsley. He'd made a big splash in New York, first with the progressive policies he'd brought to Oscorp, then on the social scene. He had golf with the deputy mayor. He checked his appearance in the mirror for a half-second. Pristine, as he knew it would be. Satisfied and even more self-satisfied, he walked out of his bedroom to go through the living room of his apartment to the front door.

There was an obstacle in his way. Harry Osborn was dressed in unseasonable black clothes, sitting on Kingsley's favorite chair.

"I know what you're doing to my company, Kingsley. I don't like it."

Kingsley didn't ask how Osborn had gotten into his apartment. That would just be giving in to these psychotic scare tactics. "Well, the stockholders do. Maybe you can take it up with them."

Harry stood, dusting himself off. "Your butler let me in," he said, apropos of nothing. "I have urgent business regarding the future of Oscorp."

Kingsley pinched his golf clothes. "I tee off in twenty, make it quick."

"Yes. Quick. But not painless."

The punch broke Kingsley's nose in the space of a nanosecond. Blood spurted, flecks of it invading the pristine tastefulness of his living room set. Kingsley went down hard and instantly scuttled back on his elbows and pedaling feet, away from Osborn.

"What the hell are you doing?"

Harry laughed humorlessly, stepped forward, laughed again. His laugh deepening into insanity, into a sound that would be joyful if it weren't so chilling. He picked Kingsley up by the throat.

"What does it look like I'm doing?"

He let Kingsley go, only to kick him in mid-air. Kingsley soared, hitting the top of a towering bookcase and then dropping. Fortunately, he landed on a sofa. Unfortunately, the bookcase tipped over. Books landed like bombshells all around him before the bookcase itself hit, smashing the sofa into tenders. Kingsley had tried to run for it, but not far enough. The bookcase pinned him down, smashing his legs beyond recognition.

Harry walked toward him now, laughter the throttling rev of a chainsaw ready to cut. He stepped onto the bookcase, adding to the weight crushing Kingsley, and pulled a length of webbing from his pocket. Kneeling, he wrapped it around Kingsley's neck and pulled like it was the reins to a bucking bronco.

Kingsley gagged, gasped, and tried to pick at the webbing with his fingernails, but it was no good. With an agonizing wrench his damaged spine cracked and his upper body scissored upward, vomiting out his last breath.

Harry released Kingsley, the webbing still biting into his neck, and breathlessly adjusted his patent-leather gloves. "Nice doing business with you," he panted, with a slight giggle at the end.

As he exited, he passed the butler, head twisted around 179 degrees. Harry extended a finger, pushed it around to a full 180, then he was out the door with a cheerful hum.


	18. Chapter 18

Peter smirked a bit as he watched the long line of cars waiting to receive a valet. Some days, web-swinging could be damn cool - he brushed at his black tuxedo – if hell on the laundry. Mary-Jane was waiting for him in a slinky evening gown, their gift to Harry tightly under her arm. Peter squeezed her arm before looking up the intimidating height of the skyscraper to Osborn Manor, far above.

"This place looks a lot bigger from the ground…"

"Those caviar wishes and champagne dreams," Mary-Jane quipped in her Robin Leech voice.

As they rode up in the elevator, they had no idea they were being watched.

* * *

The Hobgoblin's lair could be considered the basement of Osborn Manor, cold, drafty, and rotting. It'd been damaged in a fire and condemned after all efforts to repair it had met with disaster. Until the Green Goblin had found it. It was now retrofitted with cold, gleaming, sterile steel covering the wood and plaster like a cancer. One of the tumors was a bank of security cameras. Harry pointed a remote at it and instantly all the screens became a mosaic of Peter and Mary-Jane in the elevator.

As he listened to their pillow talk, like nails on a chalkboard, he washed his sweaty face in a lonely porcelain sink. He looked into the mirror, water dripping from his features. Just beyond the reflection he could see it.

He headbutted his smiling reflection, cracking the mirror. A spider-web effect. He laughed as he injected himself with two syringes, hearing a tribal beat growing within his mind.

"Come into my parlor, said the goblin to the spider…"

* * *

The hallway alone was enormous, with several dozen people milling around. Peter didn't know Harry had that many friends. Well, good. Peter had the crazy idea that Harry'd been alone all this time.

"When does this place apply for statehood?" he whispered to MJ.

Harry's voice startled him. "Ah, Peter's here! Now the party can _really_ kick off." Peter turned to see Harry approaching, smiling from the corners of his lips to the pupils of his bright eyes. He shook Peter's hand, hard, then gave Mary-Jane a hug. "Glad you could make it, both of you. This'll be a night to remember. The last time we three musketeers were together… it was your birthday, wasn't it Pete? How times flies. Cradle to grave," he snapped his fingers, "like that."

"Dinner is served," the butler announced.

Peter and the rest of the guests were led to an enormous mahogany table, fenced in by the marble pillars holding up the room. Several dishes were already on the table, with cooks bringing out more each second. Harry got Mary-Jane's seat, then gestured for Peter to sit down as well. The couple were seated across from each other, at Harry's side. He sat at the head of the table.

As Peter watched, four cooks struggled to set a large silver platter in the center of the table. The senior one, wiping his brow, raised the top to reveal a roasted pig, almost obscene in its dimensions. There were a few scattered gags, but Harry grinned.

"It's an acquired taste." Then, he said to Peter under his breath "You know, in many primitive tribes, the custom was to eat the heart of the enemy so as to gain their strength."

"Who would want to know that?" Peter asked, disgusted.

"Who wouldn't?" Harry held up his glass for Bernard to fill with champagne. He stood, champagne flute in hand. "Welcome, ladies and gentlemen, to… well, my birthday party."

The guests clapped. Peter felt a subtle tremor at the back of his head, like someone had just walked over his grave. Harry smiled and nodded.

"Or should I say, rebirth day? But I'm getting ahead of myself. I have three major announcements to make before we eat. They may make some of you lose your appetite, but that's a risk I'm willing to take. First, an apology. To Mary-Jane."

Mary-Jane looked up in surprise in the same breath that Peter clenched his teeth. He didn't like where this was going. Was Harry drunk? High on something? Peter tried see if Harry's eyes were dilated, but he couldn't get a good look with Harry facing Mary-Jane.

"I'm sorry I couldn't protect you," Harry continued. "And I'm sorry you had to be involved. But most of all, I'm sorry that I couldn't make you love me."

Peter almost stood, but Harry stilled him with a look. Peter could see now. Harry's eyes were bright green.

"Which brings me to the second announcement, and it is a doozy. A secret that I share with my good friend Peter here. But there's a little preamble, I have to go through so you'll all be patient with me, won't you? The payoff is well worth it. Secrets are funny things, aren't they? You can look at someone dead-on and not see them at all, not through those outer layers. Take Spider-Man, for instance. Some people think he's a hero. But once you dig down _deep_ , you find a vigilante. A murderer."

Peter seethed, wanting to deny it, to do something to win back his old friend, but he felt Mary-Jane's gaze on him. Shut it down, save it for later. "If you say so."

"You take pictures of him, don't you? You know him better than anyone, I'd say. Except maybe for the people he knows when he's not wearing that creepy mask. But how well can they know him, when he doesn't even let them know that he's Spider-Man and not… John Q. Public? So, tell me, while you were taking all those pictures and making all that money, did you ever figure out why Spidey does it?"

Peter calmly sipped his champagne. His glass only rattled a little. "I couldn't tell you."

"He does it for the thrills. And he doesn't care who gets hurt while he has his fun. Like you, Mary-Jane!" He spun around to face the redhead, once more smiling darkly. "You and my dad. How many times has it been that one of Spider-Man's 'rogue gallery' kidnapped you? Twice?"

"The Green Goblin kidnapped me, not Spider-Man. He was a monster," Mary-Jane said pointedly.

"So it would seem, to the common folk, the average joe, the narrow-minded fool. But it takes someone who can dig beneath the surface to know a great man. It takes a son… or a lover. I wonder sometimes, what insight that kind of intimacy brings. Once you've seen the monster's true form, do you accept it or deny it? Or embrace it? But don't you worry, MJ. I'll protect you from the monster. That's what this party is all about, salvation. Saving others. Saving ourselves." He swung back to Peter. "And that, buddy, is what my little confession is all about. You see…"

A loud noise permeated the room, rattling the chandeliers like windchimes. Harry set his glass down. The liquid inside rippled, as did the drinks of everyone else at the table.

There was a booming sound down below, making its way upward. The shaking intensified. The silverware clinked together. Plaster fell from the ceiling. The apple rolled out of the roasted pig's mouth. Harry looked up at the opposite wall as the thumping stopped.

"No… not now…"

Two tentacle claws shoot through the wall like nails, then opened up so their petals caught on the wall. When they pulled back, the wall ripped away to reveal Octavius, his face swathed with bandages. Everyone looked at his menacing tentacles in horror. "What, you said I could bring a few friends?"

His tentacles picked up silverware cabinets like dice and threw them in front of all the doors, blocking off all means of escape. With his human hands, Octavius took off his coat and threw it to the right. A tentacle grabbed it in mid-air and hung it on a clothes hanger. Another snatched the cigar from J. Jonah Jameson's mouth and handed it to Octavius. He took a puff on it and coughed. "How much did this set you back, two dollars?"

"A buck fifty!" Jameson said proudly.

Octavius's tentacles pulled out the chair at the opposite end of the table from Harry, dumping the man seated there out onto the floor.. Octavius sat down and put his feet up on the table "Don't worry, good people, I have no intention of crashing your party. I just have personal business with one of the guests. The Hobgoblin."

The room practically exploded in murmuring.

"Yes, that's right. One of you people is the Hobgoblin."

"Oh my God! Is that Peter's secret?" Jameson turned on Peter. "If you've been holding out on an exclusive, I'll fire you all over again! I'll double-fire you!"

Octavius tentacle-shoved Jameson out of the way to see Peter. "Ahh, Mr. Parker. And company. Charmed, I'm sure. The poetry did the trick, right?"

"You've been reading poetry... because _he_ suggested it?" Mary-Jane asked, incredulous.

"He wasn't insane at the time. No offense."

"None taken. So no, Peter is not the Hobgoblin. He's probably just has some unflattering sexual fetish. Now then…" His tentacles went to work like farmers' scythes, hurling guests high and far. "Where is Osborn!?"

Peter ducked under the table in the confusion, pulling Mary-Jane down a moment later.

"You need to leave." A body landed on top of the table, fracturing it. "Right now."

Mary-Jane was already slipping off her high heels. "Promise me you'll… oh hell…" She kissed him. It was quick, but the most passionate one Peter had ever received, and if another unconscious body hadn't crushed the chair Peter had so recently vacated it, there would've been a distinct possibility of losing clothes. "Don't let that be the last one I give you."

"Are you kidding?" Peter had already slipped his mask on. "I'll distract him, you run."

Two tentacles smashed the end of the table, working their way toward Peter and Mary-Jane. Octavius was stomping through the table as his other two arms wrecked havoc with the guests. They were trying to simultaneously escape the room and stay well abreast of the rampaging Doctor Octopus, who moved through the setting like one of H.G. Wells's Tripods, picking up potential targets and forcefully discarding them.

" ** _OSBORN! OSBORN!"  
_**  
Just as Octavius's tentacles were about to come down on the last panel of the banquet table, Spider-Man flipped it and grabbed them. Thrown off-balance, Octavius pinwheeled into a fall. Octavius broke his fall with human arms and saw Mary-Jane fleeing.

" ** _YOU!"_** His third tentacle grabbed Mary-Jane's ankle, tripping her up and dragging her back to him. "You'll do nicely!"

Spider-Man, wrestling with the first two tentacles, saw this and his eyes grew wide. "No!"

He lunged, trying to jump-kick Octavius, but the tentacles he was holding merely swung him into a wall.

"Yes," Octavius said. His tentacles slammed down on Spider-Man, pinning him in place. "Now make yourself useful for once. Tell Osborn that if he ever wants to see his ex's spine not exposed to atmosphere, he'd do well to be at the Statue of Liberty in half an hour. And should the girl's death trouble you in the slightest, you could always bring him there yourself." Then Octavius paused, remembering all the trouble Spider-Man had caused him. "Wait, on second thought, _die!"_

He released Spider-Man, who slumped to the floor in a daze. His tentacles whirled around, knocking down every pillar in the room. The room caved in. The mob stopped their frenzied escape attempts to scream as one, now descended into an orgy of fright that inevitably redirected inward, making them hug themselves, fall down and gibber, or duck and cover like they were in a 1950s propaganda film.

Most of the pillars were just crumbling; Ock's attacks had knocked huge swaths out of them. Spider-Man fired out webbing, patching them as best he could. Octavius laughed and focused all his tentacles onto one pillar, ripping it apart. Spider-Man jumped to take the place of the pillar and hold up the roof. Octavius didn't care, he was already on his way out, dragging Mary-Jane behind him.

Spider-Man looked at the fleeing guests as he strained to keep the roof up. "Somebody… help me!"

They ignored him. They didn't ignore the explosion that ripped through a door, sending silverware flying like shrapnel. They poured out through it like rats from a sinking ship, Jameson leading the charge, clearing the way for the Hobgoblin to fly in. Hobgoblin threw a pumpkin bomb over his shoulder, caving the exit in.

"Alone at last," he said as he pulled Spider-Man's mask off. "And face to face… at last. Peter."


End file.
